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 June 2026
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
This Report on Form 6-K (this “Report”) of Inventiva S.A (the “Company”), including Exhibits 10.1 and 99.1, shall be deemed to be incorporated by reference into the Company’s registration statements on Forms F-3 (File Nos. 333-290863 and 333-296414) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Amendment of Subscription Agreement
On June 12, 2026, Inventiva S.A (the “Company”) entered into an amendment (the “Subscription Agreement Amendment”) to the Subscription Agreement (the “Subscription Agreement”), dated June 2, 2026, by and among the Company and funds and accounts managed by BlackRock and Claret Capital Partners, respectively (each, a “Lender”). Pursuant to the Subscription Agreement Amendment, the parties agreed to amend the Subscription Agreement and the related Tranche B and Tranche C Amortized Bonds Issue Agreements (each as defined in the Subscription Agreement) to, among other things: (i) amend the testing mechanism governing the existing market capitalization-based disapplication of the Company’s minimum cash covenant of €30.0 million, which covenant provides that it ceases to apply when the Company’s market capitalization exceeds €2.0 billion (as determined over fifteen (15) consecutive trading days) and re-applies if it subsequently falls below €2.0 billion (as determined over seven (7) consecutive trading days), to introduce a structured monthly testing procedure, pursuant to which the equity-linked calculation agent, Conv-Ex Advisors Limited, will determine compliance on each monthly testing date commencing on July 15, 2026 or, on an ad hoc basis, upon submission of evidence by either the Company or a Lender; and (ii) amend each of the Tranche B and Tranche C Amortized Bonds Issue Agreements to formally establish the respective Representative (as defined therein) of the holders of each tranche as a group (masse) with legal personality pursuant to Article L.228-46 of the French Code de Commerce and to provide that, on each drawdown date of such Tranche B and Tranche C amortized bonds, the Company shall assign by way of security to the relevant masse the final monthly repayment amount in accordance with Articles 2374 to 2374-6 of the French Civil Code.
The foregoing description of the Subscription Agreement Amendment is not complete, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Subscription Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Press Release
On June 12, 2026, the Company issued a press release announcing the repayment of its outstanding loans with the European Investment Bank (the “EIB”), repurchase of certain warrants held by the EIB, issuance of convertible and amortized bonds to the Lenders under the Subscription Agreement, as amended, and issuance of warrants to the Lenders under a warrants issue agreement in connection therewith. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
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: June 12, 2026 | By: | /s/ Andrew Obenshain | |
| Name | Andrew Obenshain | ||
| Title: | Chief Executive Officer |
Exhibit 10.1
AMENDMENT AGREEMENT
THIS AMENDMENTAGREEMENT is made on 12 June 2026
BETWEEN:
| 1. | INVENTIVA, a limited company (société anonyme) incorporated under the laws<br>of France, having its registered office at 50, rue de Dijon – 21121 DAIX, France, registered under single identification number<br>537 530 255 RCS Dijon; |
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(hereinafter referred to as the "Issuer" or the "Company")
ON THE FIRSTPART
AND
| 2. | KREOS CAPITAL VIII (UK) LTD, a company incorporated in England and Wales under registration<br>number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU, |
|---|---|
| 3. | Claret European Specialty Lending Company IV, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F, route<br>d'Esch, L-1471 Luxembourg, registered under identification number B291023, |
| --- | --- |
| 4. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F Route<br>d'Esch, L-1471 Luxembourg, registered under identification number B291766, |
| --- | --- |
(hereinafter referred to as the "Amortized Bonds Subscribers")
| 5. | KREOS CAPITAL VIII (UK) LTD, a company incorporated in England and Wales under registration<br>number 16637390 whose registered office is at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU |
|---|---|
| 6. | Claret European Specialty Lending Company IV, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F, route<br>d'Esch, L-1471 Luxembourg, registered under identification number B291023, |
| --- | --- |
| 7. | Claret Kermode Specialty Lending Company II, S.à r.l. a limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 412F Route<br>d'Esch, L-1471 Luxembourg, registered under identification number B291766, |
| --- | --- |
(hereinafter referred to as the "OCA Subscribers")
| 8. | Kreos Capital VIII Aggregator SCSp, a partnership (société en commandite spéciale)<br>incorporated under the laws of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, registered<br>under identification number B297897, |
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| 9. | Claret European Growth Capital Fund IV Aggregator LP, a partnership (société encommandite spéciale) incorporated under the laws of Luxembourg, having its registered office at 412F, Route d'Esch - L - 1471<br>Luxembourg, registered under identification number B282781, |
| --- | --- |
| 10. | Claret Kermode Fund II, SCSp., a partnership (société en commandite spéciale)<br>incorporated under the laws of Luxembourg, having its registered office at 412F, Route d'Esch - L - 1471 Luxembourg, registered under<br>identification number B291268, |
| --- | --- |
(hereinafter referred to as the "Warrants Subscribers")
(Amortized Bonds Subscribers, OCA Subscribers and Warrants Subscribers being hereinafter referred to as the "Subscribers")
ON THE SECOND PART
| 11. | GLAS SAS, a simplified joint-stock company (société par actions simplifiée)<br>incorporated under the laws of France under registration number 838 225 290 whose registered office is at 41 Avenue George V 75008<br>Paris, France; |
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(hereinafter referred to as "Security Agent")
ON THE THIRD PART
The Issuer, Subscribers and Security Agent being hereinafter referred to individually as a "Party" and collectively as the "Parties".
WHEREAS:
| (A) | Pursuant to a subscription agreement dated 2 June 2026, entered into notably between each of the<br>Subscribers, the Issuer, the Security Agent, and the Calculation Agent (as such terms are defined therein) (the "SubscriptionAgreement"), the Issuer established a bond issuance programme for a maximum principal amount of one hundred and fifty million<br>euros (€150,000,000), of which (x) a committed principal amount of one hundred and thirty million euros (€130,000,000),<br>pursuant to (i) a bond issue agreement for a nominal amount of forty million euros (€40,000,000) entered into on 2 June 2026<br>between the Issuer, and Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV S.à r.l. and Claret Kermode Specialty<br>Lending Company II, S.à r.l., acting as subscribers (Tranche B Amortized Bonds Subscribers), and Glas SAS, acting as Security<br>Agent, entitled Tranche B Amortized Bonds Issue Agreement, (ii) a bond issue agreement for a nominal amount of fifty-five<br>million euros (€55,000,000) entered into on 2 June 2026 between the Issuer, Kreos Capital VIII (UK) Ltd, Claret European Specialty<br>Lending Company IV, S.à r.l. and Claret Kermode Specialty Lending Company II, S.à r.l., acting as subscribers (TrancheC Amortized Bonds Subscribers), and Glas SAS, acting as Security Agent, entitled Tranche C Amortized Bonds Issue Agreement,<br>and (iii) a convertible bond issue agreement for a nominal amount of thirty-five million euros (€35,000,000) entered into on<br>2 June 2026 between the Issuer, and Kreos Capital VIII (UK) Ltd, Claret European Specialty Lending Company IV, S.à r.l. and<br>Claret Kermode Specialty Lending Company II, S.à r.l., acting as subscribers (OCA Subscribers), and Glas SAS, acting as<br>Security Agent, entitled OCA Issue Agreement, and (y) a maximum principal amount of twenty million euros (€20,000,000)<br>in the form of an additional tranche pursuant to a bond issue agreement that may be entered into by the Subscribers and which is not subject<br>to a subscription commitment (hereinafter collectively referred to, together with the Subscription Agreement, as the "Issue Agreements"<br>and individually an "Issue Agreement"). |
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| (B) | The Parties now wish to amend the Subscription Agreement, the Tranche B Amortized Bonds Issue Agreement<br>and the Tranche C Amortized Bonds Issue Agreement notably to amend (i) the definition of “Assignment of Cash Agreement”<br>and (ii) the Market Capitalisation testing mechanism in relation to the covenants on the terms set forth in this amendment agreement<br>(the "Amendment Agreement"). |
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IT IS AGREED as follows:
| 1 | Definitions and Interpretation |
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| 1.1 | Definitions |
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For the purposes of this Amendment Agreement, unless otherwise defined herein or the context requires otherwise, capitalised words and expressions used shall have the meanings ascribed to them in the Subscription Agreement, the Tranche B Amortized Bonds Issue Agreement or the Tranche C Amortized Bonds Issue Agreement from time to time as amended on the date hereof (as the same may be amended, varied or supplemented from time to time).
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| 1.2 | Construction |
|---|---|
| 1.2.1 | The interpretation and construction provisions of section 1 (Definitions and Interpretation) of<br>the Subscription Agreement shall apply to this Amendment Agreement as if set out in full herein. |
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| 1.2.2 | Unless a contrary indication appears, a reference in this Amendment Agreement to any person shall be construed<br>so as to include its successors in title, permitted assigns and permitted transferees. |
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| 2 | amendment to the Subscription Agreement |
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| 2.1 | The Parties agree to make the following amendment to the Subscription Agreement: |
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| (a) | Amendment to section 1.1 of the Subscription Agreement |
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The definition of “Assignment of Cash Agreement” under Section 1.1 of the Subscription Agreement is amended and replaced as follows (the amended section is underlined for information purpose only):
Assignmentof Cash Agreement means the assignment of cash as way of security (cession de somme d’argent à titre de garantie) agreement to be entered into between the Issuer and the Masse of Tranche B Amortized Bonds Holders (as set out under Article 13.1 of the Tranche B Amortized Bonds Issue Agreement).
| (b) | Amendment to section 4.1.9.1 of the Subscription Agreement |
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Section 4.1.9.1 of the Subscription Agreement is amended and replaced as follows (the amended section is underlined for information purpose only):
As long as any amount is or may be outstanding under the Issue Documents, the Issuer shall maintain a minimum cash and cash equivalent amount of EUR 30,000,000 at all times with the following repartition and shall grant to any person designated by the Representative in a list (provided that (i) the Representative may update from time to time such list of people by notification to the Issuer and (ii) such list shall contain four (4) people at any time) on each Business Day and at such Representative's request, access to such cash amount for the purposes of testing compliance with the provisions of this clause:
| (i) | This amount will be held in one or more accounts located in Luxembourg on which the Holders shall have<br>a perfected Security. |
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| (ii) | Notwithstanding the above, the accounts shall continue to operate subject to the terms of the Security<br>Documents. |
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| (iii) | In particular: |
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| (a) | the Issuer shall be entitled to freely access, operate and dispose of the accounts; and |
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| (b) | no Holder shall have any right to interfere with, restrict or condition the operation of the accounts<br>by the Issuer, unless and until the enforcement of the Security Interest; |
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For the avoidance of doubt, any information relating to the accounts or otherwise obtained by any Holder in the course of any review, monitoring or due diligence conducted pursuant to this Subscription Agreement:
| (i) | is provided for information purposes only; and |
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| (ii) | except in the context of Security Interest, shall not be relied upon by any Holder to challenge, restrict<br>or otherwise affect the validity, performance or enforceability of any transaction, operation or instruction carried out by the Issuer<br>in respect of the accounts in compliance with the terms of this Subscription Agreement; |
| --- | --- |
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~~This covenant (i) shall ceaseto apply upon the Issuer delivering a written notice to the Holders evidencing that it has achieved a Market Capitalisation of at leastEUR 2,000,000,000 determined by reference to the Market Capitalisation as the close of trading on each Trading Day over a period comprisingfifteen (15) consecutive Trading Days and (ii) shall immediately and automatically re-apply should Market Capitalisation as at theclose of trading fall below EUR 2,000,000,000 over a period comprising seven (7) consecutive Trading Days (and the Issuer shall promptlynotify the Holders of the occurrence of such re-application);~~
The covenant shall no longer apply if the Issuer’s Market Capitalization exceeds €2 billion and shall reapply if the Issuer’s Market Capitalization subsequently goes below €2 billion. The testing procedures below define the calculation method to be used by the Equity-Linked Calculation Agent to govern the disapplication and reapplication of the covenant.
For the purposes of calculation of the foregoing, from (and including) the first Monthly Testing Date and until such date on which no Amortized Bonds or Convertible Bonds remain outstanding, the determination as to whether this covenant shall be made as follows:
| (i) | if, as determined by the Equity-Linked Calculation Agent no later than the Trading Day immediately<br>following each Monthly Testing Date, one or more Qualifying Trading Days have occurred during the relevant Monthly Testing Period for<br>such Monthly Testing Date, then, if the last Qualifying Trading Day to have occurred in such Monthly Testing Period was a Trading Day<br>on which: |
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| (A) | the €2bn+ MC Test was satisfied, then this covenant shall not apply; or |
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| (B) | the Sub €2bn MC Test was satisfied, then this covenant shall apply, |
| --- | --- |
in each case from (and including) such Monthly Testing Date, subject to any subsequent operation of this sub-paragraph (i) and sub-paragraph (ii) below; and
| (ii) | if on any Trading Day (other than a Monthly Testing Date) falling after<br>the first Monthly Testing Date (any such Trading Day, an “Ad Hoc Testing Date”), either the Issuer or any Holder submits<br>(by no later than 12:00 noon Paris time on such Trading Day, failing which such submission shall be deemed to have occurred on the immediately<br>following Trading Day, which shall be the relevant Ad Hoc Testing Date) to the Equity-Linked Calculation Agent at [email protected]<br>(or to such other email address as may be notified from time to time to the Holders in accordance with Clause 8.1) reasonable evidence<br>that the last Qualifying Trading Day to have occurred prior to such Ad Hoc Testing Date was a Trading Day on which: |
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| (A) | the €2bn+ MC Test was satisfied, then (upon verification thereof by the Equity-Linked Calculation<br>Agent no later than the Trading Day immediately following such Ad Hoc Testing Date) this covenant (if in effect immediately prior to such<br>Ad Hoc Testing Date) shall not apply; or |
| --- | --- |
| (B) | the Sub €2bn MC Test was satisfied, then (upon verification thereof by the Equity-Linked Calculation<br>Agent as aforesaid) this covenant (if not in effect immediately prior to such Ad Hoc Testing Date) shall apply, |
| --- | --- |
in each case from (and including) such Ad Hoc Testing Date, subject to any subsequent operation of this sub-paragraph (ii) and sub-paragraph (i) above.
If at any time there is a change in application of this covenant as compared to the immediately preceding period, the Issuer shall promptly give notice thereof to the Holders in accordance with Clause 8.1.
4
For the purpose of the above:
The “Sub €2bn MC Test” shall be satisfied on any Trading Day (for the purposes of this definition, the “Relevant Trading Day”) if, on each of the seven (7) consecutive Trading Days immediately preceding and ending on (and including) a Relevant Trading Day, the Market Capitalisation determined by reference to the Closing Price on such Trading Day is less than EUR 2,000,000,000, as determined by the Equity-Linked Calculation Agent;
The “€2bn+ MC Test” shall be satisfied on any Trading Day (for the purposes of this definition, the “Relevant Trading Day”) if, on each of the fifteen (15) consecutive Trading Days immediately preceding and ending on (and including) the Relevant Trading Day, the Market Capitalisation determined by reference to the Closing Price on such Trading Day is equal to or greater than EUR 2,000,000,000, as determined by the Equity-Linked Calculation Agent; and
“Closing Price” means, on any Trading Day, the closing price (or, if not available, the last available trading price) of the Shares on the Relevant Exchange in respect thereof as published by or derived from (i) Bloomberg page HP (or any successor page) (setting “PR005 Last Price”, or any successor setting) in respect of the Relevant Exchange in respect thereof (such page being as at the Issue Date, in the case of the Share, IVA FP Equity HP), as determined by the Calculation Agent, or, (ii) if the Closing Price cannot be determined as aforesaid, such Relevant Exchange in respect thereof, all as determined by the Equity-Linked Calculation Agent;
“Monthly Testing Date” means the 15^th^ calendar day of each calendar month (or, this is not a Trading Day, the immediately following Trading Day), commencing on 15 July 2026;
“Monthly Testing Period” means, in relation to any Monthly Testing Date (the “Relevant Monthly Testing Date”), the period from (and including) the immediately preceding Monthly Testing Date (or, if the Relevant Monthly Testing Date is 15 July 2026, the first Drawdown Date) to (but excluding) the Relevant Monthly Testing Date; and
“Qualifying Trading Day” means any Trading Day on which the Sub €2bn MC Test or, as the case may be, the €2bn+ MC Test is satisfied.
| 2.2 | Subject to the terms of this Amendment Agreement, the Subscription Agreement therein remains unchanged<br>and in full force and effect and with effect from the date of this Amendment Agreement references in the Subscription Agreement to "this<br>Agreement", "hereunder", "herein" and like terms or to any provision of the Subscription Agreement shall be construed<br>as references to the Subscription Agreement as amended and by this Amendment Agreement. |
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| 3 | amendmentS to the TRANCHE B AMORTIZED BONDS ISSUE AGREEMENT |
| --- | --- |
| 3.1 | The Parties agree to make the following amendment to the Tranche B Amortized Bonds Issue Agreement: |
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| (a) | Amendment to section 1.1 of the Tranche B Amortized Bonds Issue Agreement |
| --- | --- |
The definition of “Masse of Tranche B Amortized Bonds Holders” is added as follows (the amended section is underlined for information purpose only):
Masseof Tranche B Amortized Bonds Holders has the meaning ascribed to it in Article 13.1.1
| (b) | Amendment to Article 6.5 of the Tranche B Amortized Bonds Issue Agreement |
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Article 6.5 of the Tranche B Amortized Bonds Issue Agreement is amended and replaced as follows (the amended section is underlined for information purpose only):
On the Drawdown Date, the Issuer shall also assign by way of security to the Masse of Tranche B Amortized Bonds Holders the final Monthly Repayment amount, making the assumption that the Interest Only Period shall end on 31 March 2027, in accordance with articles 2374 to 2374-6 of the French Civil code (Code civil), which shall accordingly be held by it and applied in or towards payment of the last repayment in respect of the Tranche B Amortized Bonds issued on the Drawdown Date.
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| (c) | Amendment to Article 13.1.1 of the Tranche B Amortized Bonds Issue Agreement |
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Article 13.1.1 of the Tranche B Amortized Bonds Issue Agreement is amended and replaced as follows (the amended section is underlined for information purpose only):
In accordance with the provisions of Article L.228-46 of the French Code de Commerce, the Holders shall form a group (masse) with legal personality (the “Masse of TrancheB Amortized Bonds Holders”) represented by the Representative (representant de la masse) (the “Representative”) which appointment and powers are defined hereafter.
| 3.2 | Subject to the terms of this Amendment Agreement, the Tranche B Amortized Bonds Issue Agreement therein<br>remains unchanged and in full force and effect and with effect from the date of this Amendment Agreement references in the Tranche B Amortized<br>Bonds Issue Agreement to "this Agreement", "hereunder", "herein" and like terms or to any provision of the<br>Tranche B Amortized Bonds Issue Agreement shall be construed as references to the Tranche B Amortized Bonds Issue Agreement as amended<br>by this Amendment Agreement. |
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| 4 | amendmentS to the TRANCHE C AMORTIZED BONDS ISSUE AGREEMENT |
| --- | --- |
| 4.1 | The Parties agree to make the following amendment to the Tranche C Amortized Bonds Issue Agreement: |
| --- | --- |
| (a) | Amendment to section 1.1 of the Tranche C Amortized Bonds Issue Agreement |
| --- | --- |
The definition of “Masse of Tranche C Amortized Bonds Holders” is added as follows (the amended section is underlined for information purpose only):
Masseof Tranche C Amortized Bonds Holders has the meaning ascribed to it in Article 13.1.1
| (b) | Amendment to Article 6.6 of the Tranche C Amortized Bonds Issue Agreement |
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Article 6.6 of the Tranche C Amortized Bonds Issue Agreement is amended and replaced as follows (the amended section is underlined for information purpose only):
On the Drawdown Date, the Issuer shall also assign by way of security to the Masse of Tranche C Amortized Bonds Holders the final Monthly Repayment amount, making the assumption that the Interest Only Period shall end on 31 March 2027, in accordance with articles 2374 to 2374-6 of the French Civil code (Code civil), which shall accordingly be held by it and applied in or towards payment of the last repayment in respect of the Tranche C Amortized Bonds issued on the Drawdown Date.
| (c) | Amendment to Article 13.1.1 of the Tranche C Amortized Bonds Issue Agreement |
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Article 13.1.1 of the Tranche C Amortized Bonds Issue Agreement is amended and replaced as follows (the amended section is underlined for information purpose only):
In accordance with the provisions of Article L.228-46 of the French Code de Commerce, the Holders shall form a group (masse) with legal personality (the “Masse of TrancheC Amortized Bonds Holders”) represented by the Representative (representant de la masse) (the “Representative”) which appointment and powers are defined hereafter.
| 4.2 | Subject to the terms of this Amendment Agreement, the Tranche C Amortized Bonds Issue Agreement therein<br>remain unchanged and in full force and effect and with effect from the date of this Amendment Agreement references in the Tranche C Amortized<br>Bonds Issue Agreement to "this Agreement", "hereunder", "herein" and like terms or to any provision of the<br>Tranche C Amortized Bonds Issue Agreement shall be construed from time to time as references to the Tranche C Amortized Bonds Issue Agreement<br>from time to time as amended and by this Amendment Agreement. |
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| 5 | representations and warranties |
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| 5.1 | The Issuer makes the representations and warranties contained in section 5 (Representations and warranties)<br>of the Subscription Agreement as of the date hereof to the Subscribers and acknowledges that the Subscribers have entered into this Amendment<br>Agreement in reliance of those representations and warranties. |
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| 5.2 | No Event of Default is continuing or is reasonably likely to result from the entry into this Amendment<br>Agreement or the entry into, the performance of, or any transaction contemplated by, this Amendment Agreement. |
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| 6 | Scope of this Amendment Agreement |
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| 6.1 | This Amendment Agreement is limited as specified herein and shall not otherwise constitute a modification,<br>acceptance or waiver of any other provision of the Subscription Agreement or any other document or agreement. |
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| 6.2 | Except as expressly amended in this Amendment Agreement, the terms and conditions of the Issue Documents<br>remain unchanged and in full force and effect and the rights and obligations of each party to any Issue Document shall not be affected<br>or impaired by the execution, delivery or performance of this Amendment Agreement. |
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| 6.3 | The execution and entry into force of this Amendment Agreement shall not operate as a novation with respect<br>to the Subscription Agreement and any other Issue Document. |
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| 6.4 | From the date of this Amendment Agreement, the Subscription Agreement and this Amendment Agreement will<br>be read and construed as one document. |
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| 7 | miscellaneous |
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| 7.1 | This Amendment Agreement is an “Issue Document” and any rights and obligations imposed herein<br>shall be binding on all Parties. |
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| 7.2 | The Parties agree that the provisions of sections 7.1 and 6.3 of the Subscription Agreement shall apply<br>to this Amendment Agreement mutatis mutandis as if set out in full and as if each reference to “Agreement” or “Issue<br>Document” therein were a reference to this Amendment Agreement. |
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| 8 | Law and Jurisdiction |
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| 8.1 | This Amendment Agreement shall be governed by and construed in accordance with French law. |
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| 8.2 | Any dispute concerning the validity, interpretation or performance of this Amendment Agreement will be<br>submitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris or the Tribunal des activités économiquesde Paris (as applicable). |
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| 9 | Electronic Signature |
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| 9.1 | This Amendment Agreement is signed by the Parties by way of an electronic signature process implemented<br>by DocuSign, a third party guaranteeing the security and the integrity of the numerical copy in accordance with article 1367 of the French<br>Civil Code (Code civil) and the decree n°2017-1416 dated 28 September 2017 relating to electronic signature, implementing<br>the Regulation (UE) n°910/2014 of the European Parliament and of the European Council dated 23 July 2014 on electronic identification<br>and trust services for electronic transactions in the internal market. |
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| 9.2 | In accordance with paragraph 4 of article 1375 of the French Civil Code (Code civil), this Agreement<br>has been established in one electronic original version, a copy of which will be delivered to each Party directly by DocuSign in charge<br>of the implementation of the solution of electronic signature in accordance with the French regulation. Each Party shall take the measures<br>best suited to guarantee that this Amendment Agreement is electronically signed by its legal representative or by any person duly authorized<br>by a proxy, as mentioned above. |
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| 9.3 | The Parties hereby duly agree and consent to sign this Amendment Agreement electronically and, therefore,<br>waive their right to introduce any dispute, controversy, proceedings or claim relating to the reliability on the electronic signature<br>process and/or the expression of their will to conclude this Amendment Agreement. |
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7
SIGNATURE PAGE
AMENDMENT AGREEMENTTO THE SUBSCRIPTION AGREEMENT
This Amendment Agreement has been signed in electronic form through DocuSign, on the date set forth at the beginning of this Amendment Agreement.
| /s/<br>Andrew Obenshain | /s/ Rajen Shah |
|---|---|
| Inventiva S.A. | Claret Kermode Fund II |
| By: Andrew Obenshain | By: Rajen Shah |
| Title: Chief Executive<br> Officer (Directeur Général) | Title: Class A Manager |
| /s/ Aris Constantinides | /s/ Ross Ahlgren |
| For and on behalf of Kreos Capital VIII (UK) Ltd^1^ | For and on behalf of Kreos Capital VIII (UK) Ltd^2^ |
| By: BlackRock Investment<br> Management (UK) Limited, its duly authorised attorney | By: BlackRock Investment<br> Management (UK) Limited, its duly authorised attorney |
| Name: Aris Constantinides | Name: Ross Ahlgren |
| Title: Managing Director | Title: Managing Director |
| /s/ Rajen Shah | /s/ Gaffyn Price |
| Claret European Specialty Lending Company IV, S.à r.l. | Claret European Specialty Lending Company IV, S.à r.l. |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| /s/ Rajen Shah | /s/ Johan Kampe |
| Claret European Growth Capital Fund IV Aggregator LP | Claret European Growth Capital Fund IV Aggregator LP |
| By: Rajen Shah | By: Johan Kampe |
| Title: Director of Claret<br> Capital Partners Limited and Claret Investments Limited, designated members of CEGCF IV Aggregator (Scots) GP LLP, itself General<br> Partner of CEGCF IV Aggregator LP | Title: Director of Claret<br> Capital Partners Limited and Claret Investments Limited, designated members of CEGCF IV Aggregator (Scots) GP LLP, itself General<br> Partner of CEGCF IV Aggregator LP |
^1^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^2^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
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| /s/ Aris Constantinides | /s/ Ross Ahlgren |
|---|---|
| For and on behalf of KREOS CAPITAL VIII Aggregator SCSp ^3^ | For and on behalf of KREOS CAPITAL VIII Aggregator SCSp ^4^ |
| By: BlackRock Investment<br> Management (UK) Limited, its investment manager | By: BlackRock Investment<br> Management (UK) Limited, its investment manager |
| Name: Aris Constantinides | Name: Ross Ahlgren |
| Title: Managing Director | Title: Managing Director |
| /s/ Rajen Shah | /s/ Gaffyn Price |
| Claret Kermode Specialty Lending Company II, S.à.r.l | Claret Kermode Specialty Lending Company II, S.à.r.l |
| By: Rajen Shah | By: Gaffyn Price |
| Title: Class A Manager | Title: Class B Manager |
| /s/ Gaffyn Price | /s/ Cheick Diallo |
| Claret Kermode Fund II | GLAS SAS |
| By: Gaffyn Price | By: Cheick Diallo |
| Title: Class B Manager | Title: Duly authorised |
^3^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
^4^ Its Limited Partners include the KfW through the ERP-Zukunftsfonds – Wachstumsfazilität facility.
9
Exhibit99.1

Inventiva announcesRepayment of EIB Loans, Repurchase of a portion of EIB Warrants and the Issuance of the first two tranches under New Debt Financing
| · | Repaid<br> in full the existing EIB Loans^1^ in an amount of approximately €62 million<br> and completed repurchase of all 2,266,023 existing EIB Tranche A Warrants and 700,000 of<br> existing EIB Tranche B Warrants^2^ (corresponding to approximately 22.7 million<br> Underlying Shares) for a repurchase price of €50 million |
|---|---|
| · | Issued<br> the Tranche A Convertible Bonds (€35 million) and the Tranche B Amortized Bonds (€40<br> million), for an initial aggregate drawdown of €75 million under the Debt Financing<br> Transaction^3^ with funds and accounts managed by BlackRock and Claret Capital<br> Partners |
| --- | --- |
Daix(France), New York City (New York, United States), June 12, 2026 – Inventiva (Euronext Paris and NASDAQ: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral therapy for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”), today announced the completion, on June 12, 2026, of the following key steps of the transactions previously announced on June 2, 2026 (the “Combined Transaction”): (i) the repayment in full of the EIB Loans and the repurchase of a portion of the existing EIB Warrants; and (ii) the issuance of the Tranche A Convertible Bonds and the Tranche B Amortized Bonds, together with the Lenders’ Warrants, under the Debt Financing Transaction for net proceeds of €71,298,750.
These steps follow the closing of the previously announced registered offering of 27,272,727 American Depositary Shares (“ADSs”) at an offering price of $4.40 per ADS, which settled on June 5, 2026 (the “Equity Offering”).
^1^ The Company previously entered into a Finance Contract with the European Investment Bank (the “EIB”), dated May 16, 2022 (the “EIB Finance Contract”), pursuant to which the EIB made available to the Company loans of up to €50.0 million, in two equal tranches of €25 million each. Such loans are collectively referred to as the "EIB Loans".
^2^ In connection with the EIB Finance Contract, the Company entered into a warrant subscription agreement with the EIB dated July 1, 2022, which agreement was amended on August 12, 2022 and June 11, 2024 (the "Warrants Agreement"), pursuant to which the Company issued 2,266,023 warrants to the EIB on November 28, 2022 in connection with the funding of Tranche A of the EIB Loans (the “EIB Tranche A Warrants”), each at an exercise price of €4.02 per warrant, and (ii) 3,144,654 warrants to the EIB on January 4, 2024 in connection with the funding of Tranche B of the EIB Loans (the “EIB Tranche B Warrants”), each at an exercise price of €3.95 per warrant. Each warrant issued under the Warrants Agreement with the EIB had a subscription price of €0.01 and, as originally issued, entitled the EIB to subscribe for one ordinary share of the Company. The EIB Tranche A Warrants and the EIB Tranche B Warrants are collectively referred to as the "EIB Warrants".
^3^ As announced, on June 2, 2026, the Company entered into a Subscription Agreement with the Lenders (as defined below) as a new debt financing arrangement to replace the outstanding EIB Loans, as further described below. The transactions contemplated by the Subscription Agreement are collectively referred to as the Debt Financing Transaction.
pg. 1

EIBTransactions
On June 12, 2026, pursuant to the Master Agreement entered into with the EIB on June 1, 2026, and following the satisfaction of the applicable conditions (including the completion of a debt or equity financing in a minimum amount of €90 million, satisfied upon the closing of the Equity Offering), the Company:
| · | prepaid<br>in full all outstanding amounts under the EIB Loans (including principal and accrued interest), for an aggregate amount of €62,204,435.60^4^;<br>and |
|---|---|
| · | repurchased<br>and cancelled all of the EIB Tranche A Warrants and 700,000 of the EIB Tranche B Warrants, corresponding to approximately 22.7 million<br>EIB Underlying Shares, for an aggregate repurchase price of €50 million. |
| --- | --- |
The Remaining EIB Warrants will be surrendered for cancellation upon issuance of the New EIB Warrants, subject to approval by the general meeting of the Company’s shareholders, which the Company currently expects to be held on June 30, 2026, or, if such approval is not obtained at such meeting, at a subsequent general meeting of shareholders to be held no later than October 31, 2026.
Issuanceof Tranches A and B as part of the Debt Financing Transaction
On June 12, 2026, pursuant to the Subscription Agreement entered into on June 2, 2026 with funds and accounts managed by BlackRock and Claret Capital Partners (together, the “Lenders”), and following the satisfaction of the applicable closing conditions (including (i) the completion of an equity financing of at least €90 million, which was satisfied by the Equity Offering, and (ii) the repayment of the EIB Loans), the Company issued the first two tranches of the Debt Financing Transaction, for initial gross proceeds of €75 million:
| · | Tranche A: €35 million of senior secured convertible bonds with a par value of €1 each<br> (the “Convertible Bonds”); and |
|---|---|
| · | Tranche B: €40 million of senior secured amortized bonds with a par value of €100,000<br> each (the “Amortized Bonds”). |
| --- | --- |
In accordance with the terms and conditions of the Issue Agreement for the Tranche A Convertible Bonds, the conversion price of the Convertible Bonds (the “Conversion Price”) has been set at €5.2893, equal to a premium of 40% applied on the euro-equivalent offering price per Ordinary Share, represented by each ADS sold in the Equity Offering (being €3.7781). The Conversion Price was subject to a minimum equal to the 30-day VWAP immediately prior to the issuance date, being €4.1108 and the minimum price per the Company’s current authorizations, being €2.7943.
On the basis of the Conversion Price, each Convertible Bond (par value €1) is convertible into 0.18907 new Ordinary Share (the “ConversionRatio”), equal to the par value of €1 divided by the Conversion Price. The Conversion Ratio is subject to standard adjustments in certain cases, as described in the terms and conditions of the Convertible Bonds.
Investors are invited to refer to the information set out in the press release dated June 2, 2026 regarding the Company’s expectations regarding its cash resources following the completion of the Equity Offering, the Debt Financing Transaction and the EIB Transactions.
^4^ The final amount repaid reflects accrued interest until June 12, 2026. The EIB agreed to waive the early pre-payment fees that would otherwise have come due under the EIB Finance Contract for the EIB Loan Repayment
pg. 2

Issuanceand Exercise Price of the Lenders’ Warrants
Concurrently with the issuance of the Tranche A and Tranche B bonds, on June 12, 2026 (the “Warrants Issuance Date”), the Company issued to the Lenders, the Lenders’ Warrants (bons de souscription d’actions), giving the Lenders the right initially to subscribe to one Ordinary Share per Lender’s Warrant, subject to usual adjustment. In accordance with the terms and conditions of the Warrants Issue Agreement among the Company and the Lenders, the exercise price of the Lenders’ Warrants (the “Exercise Price”) has been set at €4.1559, equal to a 10% premium to the euro-equivalent price per Ordinary Share represented by each ADS sold in the Equity Offering (being €3.7781).
On the basis of the Exercise Price, the Company issued the Lenders’ Warrants based on the following terms:
| · | 1,624,196<br> Tranche A/B Lenders’ Warrants, representing €6.75 million worth of Ordinary Shares,<br> determined by dividing €6.75 million by the Exercise Price. |
|---|---|
| · | 661,709<br> Tranche C Lenders’ Warrants, representing €2.75 million worth of Ordinary Shares,<br> determined by dividing €2.75 million by the Exercise Price. |
| --- | --- |
Tranche A/B Lenders’ Warrants are exercisable upon the issuance of the Tranche A Convertible Bonds and the Tranche B Amortized Bonds.
Tranche C Lenders’ Warrants are only exercisable upon any future drawdown of Tranche C Amortized Bonds^5^.
The Lender's Warrants are exercisable until prior to the earlier of (i) the tenth anniversary of the Warrants' Issuance Date or (ii) the date of successful closing of a public bid made directly to the shareholders of the Company in accordance with Sections 14(d) and 14(e) of the U.S. Securities Exchange Act of 1934, as amended.
Settlement
None of the securities issued in the Debt Financing Transaction will be admitted to trading or admitted to Euroclear. As soon as any shares are issued upon conversion of the Convertible Bonds or exercise of the Lenders’ Warrants, they will be automatically assimilated to the existing Ordinary Shares and admitted to trading on Euronext Paris under ISIN code FR0013233012.
Nextpublication / event
| · | Annual<br> general meeting – June 30, 2026 |
|---|
^5^ Under the Company’s Subscription Agreement with the Lenders, the issuance of the Tranche C Amortized Bonds of up to €55.0 million is conditioned upon, among other things, (a) the prior and full issuance of Tranche A Convertible Bonds and the Tranche B Amortized Bonds, (b) compliance with a maximum debt-to-market capitalization ratio of 10% based on a 30-day volume-weighted average price, which market capitalization includes the Company's ordinary shares and the pre-funded warrants issued in the structured equity financing of up to €348.0 million announced on October 14, 2024 (the “Structured Financing”), (c) the Company’s achievement of the primary composite endpoint of its ongoing NATiV3 trial and (d) the exercise of the warrants issued in the second tranche of the Structured Financing (the “T3 Warrants”) or any other equity raise of not less than €100.0 million. Tranche C Amortized Bonds may be issued in one issuance of no less than €10.0 million each, during a subsequent issuance period that shall be no later than February 28, 2027.
pg. 3

AboutInventiva
Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of an orally administered small molecule for the treatment of patients with MASH. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease.
Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). https://www.inventivapharma.com
Contacts
| Media Relations<br><br> <br>****<br><br> <br>Pascaline Clerc: [email protected]<br><br> <br><br><br> <br>Mark Corbae: [email protected] | Investor Relations<br><br> <br>****<br><br> <br>David Nikodem: [email protected]<br><br> <br><br><br> <br>Patricia L. Bank: [email protected] |
|---|
Forward-LookingStatements
This press release contains certain "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These statements include, but are not limited to, Inventiva’s expectations regarding its ability to execute the Combined Transaction in whole or in part and the timing thereof, including the replacement of existing EIB Tranche B Warrants, any approval of Inventiva’s shareholders required by the Combined Transaction, including the expect timing of any such required approval and the impacts of Inventiva’s failure to obtain such approval. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, "believes", "anticipates", "expects", "intends", "plans", "seeks", "estimates", "may", "will", "would", "could", "might", "should", "designed", "hopefully", "target", "potential", "opportunity", "possible", "aim", and "continue" and similar expressions. Such statements are not historical facts but rather are statements of future expectations and other forward-looking statements that are based on management's beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance, or future events to differ materially from those expressed or implied in such statements. Actual events are difficult to predict and may depend upon factors that are beyond Inventiva's control. There can be no guarantees with respect to the product candidate that the clinical trial results will be available on the anticipated timeline, that future clinical trials will be initiated as anticipated, that the product candidate will receive the necessary regulatory approvals, or that any of the anticipated milestones by Inventiva or its partners will be reached on their expected timeline, or at all. Future results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates due to a number of factors, including the completion of financial closing procedures, that interim data or data from any interim analysis of ongoing clinical trials may not be predictive of future trial results, that the recommendation of the DMC may not be indicative of a potential marketing approval, Inventiva cannot provide assurance on the impacts of the Suspected Unexpected Serious Adverse Reaction on the results or timing of the NATiV3 trial or regulatory matters with respect thereto, that Inventiva is a clinical-stage company with no approved products and no historical product revenues, Inventiva has incurred significant losses since inception and has never generated any revenue from product sales, Inventiva will require additional capital to finance its operations, in the absence of which, Inventiva may be required to significantly curtail, delay or discontinue one or more of its research or development programs or be unable to expand its operations or otherwise capitalize on its business opportunities and may be unable to continue as a going concern, Inventiva’s ability to obtain financing and to enter into potential transactions, on the expected timing or at all, Inventiva’s ability to satisfy in part or in full the conditions for the Combined Transactions, on the expected timing or at all, and whether, when and to what extent the securities issued in the Combined Transactions, as well as any other dilutive instruments may be exercised, and by which holders, Inventiva’s ability to obtain shareholder approvals required by the Combined Transaction, Inventiva’s ability to comply with the terms of the Subscription Agreement with the Lenders and related debt financing documents, the potential exercise of warrants, including the T3 Warrants, Inventiva's future success is dependent on the successful clinical development, regulatory approval and subsequent commercialization of its lanifibranor, preclinical studies or earlier clinical trials are not necessarily predictive of future results and the results of Inventiva's and its partners’ clinical trials may not support Inventiva's and its partners’ product candidate claims, Inventiva's expectations with respect to its clinical trials may prove to be wrong and regulatory authorities may require additional holds and/or additional amendments to Inventiva’s clinical trials, Inventiva’s expectations with respect to the clinical development plan for lanifibranor for the treatment of MASH may not be realized and may not support the approval of a New Drug Application, Inventiva’s ability to identify additional products or product candidates with significant commercial potential, Inventiva’s ability to execute on its commercialization, marketing and manufacturing capabilities and strategy, Inventiva’s ability to successfully cooperate with existing partners or enter into new partnerships, and to fulfill its obligations under any agreements entered into in connection with such partnerships, the benefits of its existing and future partnerships on the clinical development, regulatory approvals and, if approved, commercialization of its product candidate, and the achievement of milestones thereunder and the timing thereof, Inventiva and its partners may encounter substantial delays beyond expectations in their clinical trials or fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, the ability of Inventiva and its partners to recruit and retain patients in clinical studies, enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside Inventiva's and its partners’ control, Inventiva's product candidate may cause adverse drug reactions or have other properties that could delay or prevent its regulatory approval, or limit their commercial potential, Inventiva faces substantial competition and Inventiva’s business, and pre-clinical studies and clinical development programs and timelines, its financial condition and results of operations could be materially and adversely affected by changes in laws and regulations, unfavorable conditions in its industry, geopolitical events, and ongoing conflicts, health epidemics, and macroeconomic conditions, including developments in international trade policies, global inflation, financial and credit market fluctuations, tariffs and other trade barriers, political turmoil, and natural catastrophes, uncertain financial markets and disruptions in banking systems. Given the risks and uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts, and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
pg. 4

Please refer to the Universal Registration Document for the year ended December 31, 2025 filed with the Autorité des Marchés Financiers on April 8, 2026, and the Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 8, 2026 for other risks and uncertainties affecting Inventiva, including those described under the caption "Risk Factors", and in future filings with the SEC. Other risks and uncertainties of which Inventiva is not currently aware may also affect its forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. All information in this press release is as of the date of the release. Except as required by law, Inventiva has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, Inventiva accepts no liability for any consequences arising from the use of any of the above statements.
Disclaimers
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
pg. 5