8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 22, 2021

Dateof Report (Date of earliest event reported)

DBVTechnologies S.A.

(Exact name of registrant as specified in its charter)

France	001-36697	Not applicable
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)
177-181 avenue Pierre Brossolette<br><br><br>92120 Montrouge France	Not Applicable
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +33 1 55 42 78 78

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered
Ordinary shares, nominal value €0.10 per share	n/a	The Nasdaq Stock Market LLC*
American Depositary Shares, each representing one- half of one ordinary share, nominal value €0.10 per share	DBVT	The Nasdaq Stock Market LLC
*	Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq<br>Stock Market LLC.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers

On March 22, 2021, Claire Giraut provided the Board of Directors (the “Board”) of DBV Technologies S.A. (the “Company”) with notice of her resignation from the Board, effective March 22, 2021. Ms. Giraut’s resignation was not the result of any dispute or disagreement with the Company or the Board.

On March 23, 2021, the Board appointed Viviane Monges the Chairperson of the Audit Committee of the Board, in replacement of Ms. Giraut.

Item 7.01	Regulation FD Disclosure.

The Company issued a press release on March 26, 2021, announcing the director resignation and committee composition changes described in Item 5.02 above and the date of the Company’s Annual General Meeting (as defined in Item 8.01). The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01	Other Events.

On March 26, 2021, the Company announced that its Ordinary and Extraordinary General Meeting of Shareholders (the “Annual General Meeting”) will be convened on May 19, 2021. The Company will provide further details and procedures with respect to the Annual General Meeting at a later date, including in a proxy statement related to the Annual General Meeting that will be filed with the Securities and Exchange Commission.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 26, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 26, 2021	DBV TECHNOLOGIES S.A.
	By:	/s/ Sébastien Robitaille
	Name: Sébastien Robitaille
	Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Montrouge, France, March 26, 2021

DBV Technologies Announces a New Chair of its Audit Committee and Date of its Annual General Meeting

DBV Technologies (Euronext: DBV – ISIN: FR0010417345 – Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical company, announced today that Ms. Viviane Monges, director and member of the Audit Committee of the Board of Directors, was appointed as Chairperson of the Board’s Audit Committee in replacement of Ms. Claire Giraut effective March 23, 2021.

Ms. Monges has been a member of the Board of DBV, since 2019. Ms. Monges currently serves on the Board of Novo Holdings in Denmark, Union Chimique Belge (UCB) in Belgium, Idorsia Pharmaceuticals in Switzerland, and Voluntis SA in France. Earlier in her career, Ms. Monges served in several financial leadership positions at Wyeth Pharmaceuticals, Novartis OTC, Galderma and most recently as CFO of Nestlé’s Business Excellence Division.

Ms. Giraut has served as a member of Company’s Board of Directors since June 2016 and as the Chairperson of the Board’s Audit Committee since December 2016.

“On behalf of all Board members, the Company’s management team, and shareholders, I thank Claire for her professionalism, expertise, and the commitment with which she has chaired the Audit Committee of DBV. We appreciate her many contributions and wish her well,” said Michel de Rosen, Chairman of DBV’s Board of Directors. “We welcome Viviane to this new leadership role and look forward to working with her in this capacity. Viviane’s financial acumen and experience will continue to bring invaluable insight to DBV.”

DBV and the Board are finalizing the appointment of a new independent director to fill the current vacancy and to join the Audit Committee of the Board. Any such appointment will be provisional and will be submitted to a shareholder vote at the Ordinary and Extraordinary General Meeting that DBV will convene on May 19, 2021. Details and procedures with respect to DBV’s Ordinary and Extraordinary General Meeting will be communicated by the Company at a later date.

About DBV Technologies

DBV Technologies is developing Viaskin^™^, an investigational proprietary technology platform with broad potential applications in immunotherapy. Viaskin is based on epicutaneous immunotherapy, or EPIT^™^, DBV’s method of delivering biologically active compounds to the immune system through intact skin. With this new class of non-invasive product candidates, the Company is dedicated to safely transforming the care of food allergic patients. DBV’s food allergies programs include ongoing clinical trials of Viaskin Peanut. DBV Technologies has global headquarters in Montrouge, France and offices in Bagneux, France, and North American operations in Summit, NJ and New York, NY. The Company’s ordinary shares are traded on segment B of Euronext Paris (Ticker: DBV, ISIN code: FR0010417345), part of the SBF120 index, and the Company’s ADSs (each representing one-half of one ordinary share) are traded on the Nasdaq Global Select Market (Ticker: DBVT).

Forward-Looking Statements

This press release may contain forward-looking statements, including statements regarding Company’s anticipated appointment of a new director and such director’s independence and eligibility to serve on the Audit Committee of Company’s Board of Directors. These forward-looking statements and estimates are not promises or guarantees and involve substantial risks and uncertainties. Among the factors that could cause actual occurrences to differ materially from those described or projected herein include uncertainties related to the availability, qualifications, and independence of candidates to serve as director. A further discussion of risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements in this press release can be found in DBV’s regulatory filings with the French Autorité des Marchés Financiers, DBV’s filings and reports with the U.S. Securities and Exchange Commission, including in DBV’s Annual Report on Form 10-K for the year ended December 31, 2020, and future filings and reports by DBV. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. Other than as required by applicable law, DBV Technologies undertakes no obligation to update or revise the information contained in this Press Release.

Investor Contact

Anne Pollak

DBV Technologies

+1 857-529-2363

anne.pollak@dbv-technologies.com

Media Contact

Angela Marcucci

DBV Technologies

+1 646-842-2393

angela.marcucci@dbv-technologies.com