6-K
Inventiva S.A. (IVA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of October 2025
Commission File Number: 001-39374
Inventiva S.A.
(Translation of registrant’s name intoEnglish)
50 rue de Dijon
21121 Daix France
+33 3 80 44 75 00(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
INCORPORATION BY REFERENCE
The information contained in this report on Form 6-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Proxy Card
On October 30, 2025, Inventiva S.A. (“Company”) began mailing its proxy card (“Proxy Card”) and Instructions for beneficial owners of American Depositary Shares (“Voting Instructions”) to the beneficial owners of the Company’s American Depositary Shares in connection with the Company’s Ordinary and Extraordinary General Meeting (“General Meeting”) that will be held on November 27, 2025 at 9 a.m., at Hôtel Villa M, 24-30, boulevard Pasteur – 75015 Paris, France. A copy of the Proxy Card is attached to this Report on Form 6-K as Exhibit 99.1 and a copy of the Voting Instructions as Exhibit 99.2.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Proxy Card. |
| 99.2 | Voting Instructions |
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, thereunto duly authorized.
| Inventiva S.A. | |||
|---|---|---|---|
| Date: October 30, 2025 | By: | /s/ Andrew Obenshain | |
| Name | Andrew Obenshain | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
| Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved<br>styleIPC<br>Instructions to The Bank of New York, as Depositary<br>(Must be received prior to 12:00 PM Eastern Time November 20, 2025)<br>The undersigned Holder of American Depositary Receipts (“Receipts”) of Inventiva S.A. (the “Company”) hereby requests and instructs The Bank of New<br>York, as Depositary, to vote or cause to be voted the number of ordinary shares represented by such Receipt(s) of the Company, registered in the name of<br>the undersigned on the books of the Depositary as of the close of business October 20, 2025 at the Ordinary and Extraordinary General Meeting of<br>Shareholders to be held on November 27, 2025.<br>Notes:<br>1. Please direct the Depositary how to vote by placing an X in the box opposite the resolutions on the reverse side.<br>2. If no instructions are received, a discretionary proxy will be given to a person designated by the Company.<br>Inventiva S.A.<br>PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE<br>Inventiva S.A.<br>Joint Ordinary & Extraordinary General<br>Meeting of Shareholders<br>For Shareholders of record as of October 20, 2025<br>Thursday, November 27, 2025 9:00 AM, Local Time<br>BNY: PO BOX 505006, Louisville, KY 40233-5006<br>Mail:<br>• Mark, sign and date your Proxy Card<br>• Fold and return your Proxy Card in the postage-paid<br>envelope provided<br>YOUR VOTE IS IMPORTANT!<br>PLEASE VOTE BY: 12:00 PM, Eastern Time, November 20, 2025<br>Have your ballot ready and please use one<br>of the methods below for easy voting:<br>Your vote<br>matters!<br>Your control number<br>Have the 12 digit control number located in the box above<br>available when you access the website and follow the instructions. |
|---|
| Inventiva S.A.<br>Joint Ordinary & Extraordinary General Meeting of Shareholders<br>Please make your marks like this:<br>PROPOSAL YOUR VOTE<br>Ordinary items<br>FOR AGAINST ABSTAIN<br>1. Approval of the compensation policy for the Chief Executive Officer for the 2025 financial year (applicable from<br>November 27 to December 31); #P2# #P2# #P2#<br>2. Approval of the settlement agreement entered into between the Company and Mr. Frédéric Cren in accordance<br>with Articles L. 225-38 et seq. of the French Commercial Code; #P3# #P3# #P3#<br>3. Partial waiver of the attendance and performance conditions associated with the grant of free shares to Mr.<br>Frédéric Cren under the AGA 2024-1 and AGA 2025-1 plans; #P4# #P4# #P4#<br>Extraordinary items<br>4. Authorization to the Board of Directors to grant share subscription and/or share purchase options to corporate<br>officers and employees of the Company or companies of the group, entailing the waiver by shareholders of their<br>preferential rights to subscribe for shares issued following the exercise of stock options;<br>#P6# #P6# #P6#<br>5. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of<br>ordinary shares or securities giving access to the share capital of the Company immediately or in the future by<br>the Company reserved for members of a company savings plan to be set up by the Company under the<br>conditions provided for in Article L.3332-18 et seq. of the French Code du travail, without shareholders'<br>preferential subscription rights;<br>#P7# #P7# #P7#<br>Ordinary item<br>6. Powers to carry out formalities.<br>#P9# #P9# #P9#<br>Proposal_Page - VIFL<br>Authorized Signatures - Must be completed for your instructions to be executed.<br>Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,<br>administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of<br>authorized officer signing the Proxy/Vote Form.<br>Signature (and Title if applicable) Date Signature (if held jointly) Date |
| --- |
Exhibit 99.2
INVENTIVA S.A.
Ordinary and Extraordinary General Meeting of Inventiva S.A. to be held on
November 27, 2025
Instructions for beneficial owners of American Depositary Shares (“ADSs”)
Beneficial owners of ADSs who wish to submit their votes in connection with the General Meeting of Inventiva to be held on November 27, 2025 should consult the voting instruction form delivered to them by The Bank of New York, as depositary, and the materials posted to the Shareholder Meeting section on the www.inventivapharma.com website. Alternatively, you can submit a request for a free physical copy of the materials from Inventiva in writing at 50 rue de Dijon, DAIX (21121), France.
Beneficial Owners of ADSs have the opportunity to submit their votes by returning the completed voting form in the postage-paid envelope that accompanies their voting form. Beneficial Owners of ADSs are urged to consult their broker for further guidance on how to submit their votes.