6-K
Inventiva S.A. (IVA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-39374
Inventiva S.A.
(Translation of registrant's name into English)
50 rue de Dijon21121 Daix France+33 3 80 44 75 00(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On May 19, 2022, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated May 19, 2022
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. | |
|---|---|
| (Registrant) | |
| Date: May 19, 2022 | /s/ Frédéric Cren |
| Frédéric Cren | |
| Chief Executive Officer |
Exhibit99.1
| PRESS RELEASE |
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DESCRIPTION OFTHE SHARE REPURCHASE PROGRAM AUTHORISED BY THE ORDINARY GENERAL MEETING OF 19 MAY 2022
Daix, May 19, 2022
Pursuant to Article 241-2 of the AMF General Regulations (Règlement Général de l’Autorité des marchés financiers), the purpose of this description is to present the objectives and terms of the share repurchase program of Inventiva S.A. (the “Company”) as approved by the Ordinary General Meeting of May 19, 2022.
| § | Securities concerned: shares issued by Inventiva S.A. |
|---|---|
| § | Maximum proportion of capital that may be purchased by the Company: 10% of the total number of<br> shares comprising the share capital at any time. |
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| § | Maximum number of its own shares that may be acquired by the Company, based on the number of shares making up the share capital as of April 30, 2022: 4,087,355; however, taking into account<br> the 64,401 shares held in treasury, only 4,022,954 treasury shares are available to be acquired. |
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| § | Allocation of treasury shares as of April 30, 2022: the 64,401 treasury shares held as of April<br> 30, 2022, are allocated to ensure the liquidity of, or making the market in, Inventiva's<br> shares through intermediation of an investment services provider acting independently within<br> the framework of a market making agreement that complies with a code of conduct recognized<br> by the Autorité des marchés financiers. |
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| § | Maximum price per share: 40 euros. |
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| § | Objectives: |
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The objectives of the share repurchase program pursuant to the 19th resolution of the Ordinary General Meeting of May 19, 2022 are:
| - | to<br> purchase or sell shares under a liquidity agreement entered into with an investment services<br> provider, in accordance with the conditions set by the market authorities; |
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| - | to<br> implement and perform obligations related to stock option programs or other share allocations<br> to employees and officers of the Company and, in particular, to allocate shares to employees<br> and corporate officers of the Company in connection with (i) profit-sharing, or (ii) any<br> share purchase, stock option or free share allocation plan under the conditions provided<br> for by law, in particular by Articles L.3331- 1 seq. of the French Labor Code (including<br> any sale of shares referred to in Article L.3332-24 of the French Labor Code), and to carry<br> out any hedging transactions relating to such transactions; |
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| - | to<br> deliver ordinary shares upon the exercise of rights attached to securities carrying rights<br> to shares of the Company by redemption, conversion, exchange, presentation of a warrant or<br> any other means; |
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| - | to<br> reduce the Company's share capital by cancelling all or some of the shares acquired; and |
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| - | more<br> generally, to carry out any transaction that may be authorized by law or any market practice<br> that may be admitted by the market authorities, it being specified that, in such a case,<br> the Company would inform its shareholders by means of a press release. |
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| § | Duration of the program: 18 months from the Ordinary General Meeting of May 19, 2022. |
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The Company, in its discretion, may purchase shares pursuant to the program on one or more occasions and at the times it shall determine; there is no assurance that the Company will exercise the authority to purchase shares to the maximum extent authorized, or at all.
About Inventiva
Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of oral small molecule therapies for the treatment of NASH and other diseases with significant unmet medical need. The Company benefits from a strong expertise and experience in the domain of compounds targeting nuclear receptors, transcription factors and epigenetic modulation. Inventiva’s lead product candidate, lanifibranor, is currently in a pivotal Phase III clinical trial, NATiV3, for the treatment of adult patients with NASH, a common and progressive chronic liver disease for which there are currently no approved therapies.
The Company has established a strategic collaboration with AbbVie in the area of autoimmune diseases that resulted in the discovery of the drug candidate cedirogant (ABBV-157), an oral RORγ inverse agonist which is being evaluated in a Phase IIb clinical trial, led by AbbVie, in adult patients with moderate to severe chronic plaque psoriasis. Inventiva’s pipeline also includes odiparcil, a drug candidate for the treatment of adult mucopolysaccharidoses (MPS) VI patients. As part of Inventiva’s decision to focus clinical efforts on the development of lanifibranor, it suspended clinical efforts relating to odiparcil and is reviewing available options with respect to its potential further development. Inventiva is in the process of selecting an oncology development candidate for its Hippo signalling pathway program.
The Company has a scientific team of approximately 80 people with deep expertise in the fields of biology, medicinal and computational chemistry, pharmacokinetics and pharmacology, and clinical development. It owns an extensive library of approximately 240,000 pharmacologically relevant molecules, approximately 60% of which are proprietary, as well as a wholly-owned research and development facility.
Inventiva is a public company listed on compartment C of the regulated market of Euronext Paris (ticker: IVA - ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). www.inventivapharma.com.
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Important Notice
This pressrelease contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release areforward-looking statements. These statements include, but are not limited to, forecasts and estimates with respect toInventiva’s pipeline and preclinical and clinical development plans, future activities, expectations, plans,growth and prospects of Inventiva and the sufficiency of Inventiva’s cash resources and cash runway; and whether or towhat extent Inventiva may use the share repurchase program and theobjectives of any use of the share repurchase program. Certain of these statements, forecasts and estimates can be recognized by theuse of words such as, without limitation, “believes”, “anticipates”, “expects”,“intends”, “plans”, “seeks”, “estimates”, “may”, “will”,“would”, “could”, “might”, “should”, and “continue” and similarexpressions. Such statements are not historical facts but rather are statements of future expectations and other forward-lookingstatements that are based on management's beliefs. These statements reflect such views and assumptions prevailing as of the date ofthe statements and involve known and unknown risks and uncertainties that could cause future results, performance or future eventsto differ materially from those expressed or implied in such statements. Future events are difficult to predict and may depend uponfactors that are beyond Inventiva's control. There can be no guarantees with respect to pipeline product candidates that theclinical trial results will be available on their anticipated timeline, that future clinical trials will be initiated asanticipated, that product candidates will receive the necessary regulatory approvals, or that any of the anticipated milestones byInventiva or its partners will be reached on their expected timeline, or at all. Actual results may turn out to be materiallydifferent from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts andestimates, due to a number of factors, including that Inventiva is a clinical-stage company with no approved products and nohistorical product revenues, Inventiva has incurred significant losses since inception, Inventiva has a limited operating historyand has never generated any revenue from product sales, Inventiva will require additional capital to finance its operations,Inventiva's future success is dependent on the successful clinical development, regulatory approval and subsequent commercializationof current and any future product candidates, preclinical studies or earlier clinical trials are not necessarily predictive offuture results and the results of Inventiva's clinical trials may not support Inventiva's product candidate claims, Inventiva mayencounter substantial delays in its clinical trials or Inventiva may fail to demonstrate safety and efficacy to the satisfaction ofapplicable regulatory authorities, enrollment and retention of patients in clinical trials is an expensive and time-consumingprocess and could be made more difficult or rendered impossible by multiple factors outside Inventiva's control, Inventiva's productcandidates may cause adverse drug reactions or have other properties that could delay or prevent their regulatory approval, or limittheir commercial potential, Inventiva faces substantial competition and Inventiva’s business, and preclinical studies andclinical development programs and timelines, its financial condition and results of operations could be materially and adverselyaffected by the current COVID-19 pandemic and geopolitical events, such as the conflict between Russia and Ukraine and relatedimpacts and potential impacts on the initiation, enrolment and completion of Inventiva’s clinical trials on anticipatedtimelines. Given these risks and uncertainties, no representations are made as to the accuracy or fairness of such forward-lookingstatements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date ofthis press release. Readers are cautioned not to place undue reliance on any of these forward-lookingstatements.
Please referto the Universal Registration Document for the year ended December 31, 2021 filed with the Autorité des Marchés Financierson March 11, 2022 and the Annual Report on Form 20-F for the year ended December 31, 2021 filed with the Securities and Exchange Commissionon March 11, 2022 for additional information in relation to such factors, risks and uncertainties.
All informationin this press release is as of the date of the release. Except as required by law, Inventiva has no intention and is under no obligationto update or review the forward-looking statements referred to above.
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Contacts
| Inventiva<br><br> <br>Frédéric<br> Cren<br><br> <br>Chairman &<br> CEO<br><br> <br>info@inventivapharma.com<br><br> <br>+33 3 80 44<br> 75 00 | Brunswick Group<br><br> <br>Yannick Tetzlaff<br> /<br><br> <br>Tristan Roquet<br> Montegon /<br><br> <br>Aude Lepreux<br><br> <br>Media relations<br><br> <br>inventiva@brunswickgroup.com<br><br> <br>+33 1 53 96<br> 83 83 | Westwicke, an ICR Company<br><br> <br>Patricia L. Bank<br><br> <br>Investor relations<br><br> <br>patti.bank@westwicke.com<br><br> <br>+1 415 513-1284 |
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