6-K - IVA - Equibles

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 April 2023

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

PressReleases and Announcements

On April 25, 2023, 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 May 25, 2023 at 2 p.m., at Hôtel Oceania Le Jura - 14 avenue Foch - 21000 Dijon, 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.

Incorporation by reference

This Report on Form 6-K, excluding Exhibits 99.1 and 99.2, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration No. 333-258369) of Inventiva S.A. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits 99.1 and 99.2 to this Report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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.

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: April 25, 2023	By:	/s/ Frédéric Cren
		Name	Frédéric Cren
		Title:	Chief Executive Officer

Exhibit 99.1

23201 Inventiva SA VIF Proof 3<br>Ordinary and Extraordinary General Meeting of<br>Inventiva S.A.<br>Date: May 25, 2023<br> See Voting Instruction On Reverse Side.<br>Please make your marks like this: x Use pen only<br>Ordinary and Extraordinary General Meeting of Inventiva S.A.<br>to be held May 25, 2023<br>For Holders as of April 17, 2023<br>All votes must be received by 12:00 PM Eastern Time May 19, 2023.<br>OGM & EGM materials will be made available on the company’s website as of May 4, 2023 at<br>www.inventivapharma.com<br>Copyright © 2023 Mediant Communications Inc. All Rights Reserved<br><br>_____________________________________ __________________________<br>Please Sign Here Please Date Above<br><br>_____________________________________ __________________________<br>Please Sign Here Please Date Above<br> Please separate carefully at the perforation and return just this portion in the envelope provided.<br><br>Authorized Signatures - This section must be<br>completed for your instructions to be executed.<br>EVENT #<br>CLIENT #<br>PROXY TABULATOR FOR<br>INVENTIVA S.A.<br>P.O. BOX 8016<br>CARY, NC 27512-9903<br>• Mark, sign and date your Voting Instruction Form.<br>• Detach your Voting Instruction Form.<br>• Return your Voting Instruction Form in the<br>postage-paid envelope provided.<br> MAIL Directors<br>For Against Abstain<br>Agenda – Shareholders’ Meeting of May 25, 2023<br>The Board of Directors recommends voting in favor for all resolutions except for resolution #__.<br>Ordinary Items<br>1. Approval of the statutory financial statements for the financial year ended<br>December 31st, 2022;<br>2. Approval of the consolidated financial statements for the financial year ended<br>December 31st, 2022;<br>3. Appropriation of profit/loss for the financial year ended December 31st, 2022;<br>4. Approval of the expenses and charges referred to in Article 39(4) of the French<br>General Tax Code;<br>5. Related-party agreements;<br>6. Final approval of the fixed and variable compensation paid or awarded to Mr.<br>Frédéric Cren in his capacity as Chairman of the Board of Directors and Chief<br>Executive Officer for the financial year ended December 31st, 2022;<br>7. Final approval of the fixed and variable compensation paid or awarded to Mr.<br>Pierre Broqua in his capacity as Deputy Chief Executive Officer for the financial<br>year ended December 31st, 2022;<br>8. Approval of the information on corporate officers’ compensation included in the<br>corporate governance report and referred to in Article L.22-10-9 I. of the French<br>Commercial Code;<br>9. Approval of the compensation policy for Mr. Frédéric Cren in his capacity as<br>Chairman of the Board of Directors and Chief Executive Officer;<br>10. Approval of the compensation policy for Mr. Pierre Broqua in his capacity as<br>Deputy Chief Executive Officer;<br>11. Approval of the compensation policy of the Company’s directors;<br>12. Authorization granted to the Board of Directors to buyback the Company’s<br>shares;<br>Extraordinary item<br>13. Authorization to the Board of Directors to reduce the share capital by cancellation<br>of shares;<br>Ordinary item<br>14. Power for formalities.
23201 Inventiva SA VIF Proof 3<br>PROXY TABULATOR FOR<br>INVENTIVA S.A.<br>P.O. BOX 8016<br>CARY, NC 27512-9903<br>Inventiva S.A.<br>Instructions to The Bank of New York Mellon, as Depositary<br>(Must be received prior to 12:00 PM Eastern Time May 19, 2023)<br>The undersigned Holder of American Depositary Receipts (“Receipts”) of Inventiva S.A. (the<br>“Company”) hereby requests and instructs The Bank of New York Mellon, as Depositary, to vote or<br>cause to be voted the number of ordinary shares represented by such Receipt(s) of the Company,<br>registered in the name of the undersigned on the books of the Depositary as of the close of business<br>April 17, 2023 at the Ordinary and Extraordinary General Meeting of Shareholders to be held on<br>May 25, 2023.<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.
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23201 Inventiva SA VIF Proof 3 Ordinary and Extraordinary General Meeting of Inventiva S.A. Date: May 25, 2023 See Voting Instruction On Reverse Side. Please make your marks like this: x Use pen only Ordinary and Extraordinary General Meeting of Inventiva S.A. to be held May 25, 2023 For Holders as of April 17, 2023 All votes must be received by 12:00 PM Eastern Time May 19, 2023. OGM & EGM materials will be made available on the company’s website as of May 4, 2023 at www.inventivapharma.com Copyright © 2023 Mediant Communications Inc. All Rights Reserved _____________________________________ __________________________ Please Sign Here Please Date Above _____________________________________ __________________________ Please Sign Here Please Date Above Please separate carefully at the perforation and return just this portion in the envelope provided. Authorized Signatures - This section must be completed for your instructions to be executed. EVENT # CLIENT # PROXY TABULATOR FOR INVENTIVA S.A. P.O. BOX 8016 CARY, NC 27512-9903 • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. MAIL Directors For Against Abstain Agenda – Shareholders’ Meeting of May 25, 2023 The Board of Directors recommends voting in favor for all resolutions except for resolution #__. Ordinary Items 1. Approval of the statutory financial statements for the financial year ended December 31st, 2022; 2. Approval of the consolidated financial statements for the financial year ended December 31st, 2022; 3. Appropriation of profit/loss for the financial year ended December 31st, 2022; 4. Approval of the expenses and charges referred to in Article 39(4) of the French General Tax Code; 5. Related-party agreements; 6. Final approval of the fixed and variable compensation paid or awarded to Mr. Frédéric Cren in his capacity as Chairman of the Board of Directors and Chief Executive Officer for the financial year ended December 31st, 2022; 7. Final approval of the fixed and variable compensation paid or awarded to Mr. Pierre Broqua in his capacity as Deputy Chief Executive Officer for the financial year ended December 31st, 2022; 8. Approval of the information on corporate officers’ compensation included in the corporate governance report and referred to in Article L.22-10-9 I. of the French Commercial Code; 9. Approval of the compensation policy for Mr. Frédéric Cren in his capacity as Chairman of the Board of Directors and Chief Executive Officer; 10. Approval of the compensation policy for Mr. Pierre Broqua in his capacity as Deputy Chief Executive Officer; 11. Approval of the compensation policy of the Company’s directors; 12. Authorization granted to the Board of Directors to buyback the Company’s shares; Extraordinary item 13. Authorization to the Board of Directors to reduce the share capital by cancellation of shares; Ordinary item 14. Power for formalities.

23201 Inventiva SA VIF Proof 3 PROXY TABULATOR FOR INVENTIVA S.A. P.O. BOX 8016 CARY, NC 27512-9903 Inventiva S.A. Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 PM Eastern Time May 19, 2023) The undersigned Holder of American Depositary Receipts (“Receipts”) of Inventiva S.A. (the “Company”) hereby requests and instructs The Bank of New York Mellon, 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 the undersigned on the books of the Depositary as of the close of business April 17, 2023 at the Ordinary and Extraordinary General Meeting of Shareholders to be held on May 25, 2023. Notes: 1. Please direct the Depositary how to vote by placing an X in the box opposite the resolutions on the reverse side. 2. If no instructions are received, a discretionary proxy will be given to a person designated by the Company.

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Exhibit 99.2

INVENTIVA S.A.

Ordinary and Extraordinary General Meeting of Inventiva S.A. to be held on

May 25, 2023

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 May 25, 2023 should consult the voting instruction form delivered to them by The Bank of New York Mellon, as depositary, and the materials posted to the Shareholder Meeting section on the www.inventivapharma.com website as of May 4, 2023. 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.