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
Forthe Month of April 2022
Commission File Number: 001-39374
Inventiva S.A.
(Translation of registrant’s name intoEnglish)
50 rue de Dijon
21121 Daix France
+333 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
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 April 25, 2022, 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 that will be held on May 19, 2022 at 2 p.m., at Hôtel Oceania Le Jura - 14 avenue Foch - 21000 Dijon, France.
A copy of the Proxy Card is furnished as Exhibit 99.1 and a copy of the Voting Instructions as Exhibit 99.2 to this Report on Form 6-K.
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, 2022 | By: | /s/ Frédéric Cren | |
| Name | Frédéric Cren | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
| 19570 Inventiva SA VIF Proof 3<br>Ordinary and Extraordinary General Meeting of<br>Inventiva S.A.<br>Date: May 19, 2022<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 19, 2022<br>For Holders as of April 11, 2022<br>All votes must be received by 5:00 pm, Eastern Time May 13, 2022.<br>Copyright © 2022 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><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> Recommend<br> For Against Abstain<br> <br>Ordinary General Meeting<br> 1.<br> 2.<br> 3.<br> 4.<br> 5.<br> 6.<br> 7.<br> 8.<br> 9.<br>10.<br>11.<br>12.<br>13.<br>14.<br>15.<br>16.<br>17.<br>18.<br>19.<br> Directors<br><br> For Against Abstain Extraordinary General<br>Shareholders’ Meeting<br>20.<br>21.<br>22.<br>23.<br>24.<br>25.<br>26.<br>27.<br>28.<br>29.<br>30.<br>31.<br>32.<br>33.<br>34.<br>35.<br>On an ordinary basis<br>36.<br>Agenda –Shareholders’ Meeting of May 19, 2022<br>PLEASE REFER TO THE REVERSE SIDE FOR THE FULL TEXT OF THE RESOLUTIONS<br>19570 Inventiva SA VIF.indd 1 19570 Inventiva SA VIF.indd 1 4/21/2022 12:16:15 PM 4/21/2022 12:16:15 PM |
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| 19570 Inventiva SA VIF Proof 3<br>PROXY TABULATOR FOR INVENTIVA<br>SA<br>P.O. BOX 8016 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 5:00 PM (New York Time) on May 13, 2022)<br> The undersigned Holder of American Depositary Receipts (“Receipts”) of Inventiva SA (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 11, 2022 at the Ordinary and Extraordinary General Meeting of Shareholders to be held on<br>May 19, 2022.<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>AGENDA<br>Reading of the reports of the Board of Directors and the Statutory Auditor;<br>Ordinary items<br> 1. Approval of the statutory financial statements for the financial year ended December 31st, 2021;<br> 2. Approval of the consolidated financial statements for the financial year ended December 31st, 2021;<br> 3. Appropriation of profit/loss for the financial year ended December 31st, 2021;<br> 4. Approval of the expenses and charges referred to in Article 39(4) of the French General Tax Code;<br> 5. Related-party agreements;<br> 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<br>and Chief Executive Officer for the financial year ended December 31st, 2021;<br> 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<br>the financial year ended December 31st, 2021;<br> 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.<br>of the French Commercial Code;<br> 9. Approval of the compensation policy for Mr. Frédéric Cren in his capacity as 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 Deputy Chief Executive Officer;<br>11. Approval of the compensation policy of the Company’s directors;<br>12. Ratification of the appointment (cooptation) of Ms. Martine Zimmermann to replace a resigning Director;<br>13. Renewal of the director’s mandate of Mr. Frédéric Cren;<br>14. Renewal of the Director’s mandate of Mr. Pierre Broqua;<br>15. Appointment of the company Sofia BV, represented by Mr. Chris Buyse, as Director of the Company;<br>16. Renewal of the Director’s mandate of the company CELL+, represented by Ms. Annick Schwebig;<br>17. Renewal of the Director’s mandate of Ms. Martine Zimmermann;<br>18. Renewal of the Director’s mandate of Mr. Heinz Maeusli;<br>19. Authorization granted to the Board of Directors to buyback the Company’s shares;;<br>Extraordinary items<br> 20. Authorization to the Board of Directors to reduce the share capital by cancellation of shares;<br> 21. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares or securities giving<br>access to the share capital of the Company, immediately or in the future, with shareholders’ preemptive subscription rights maintained;<br> 22. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares or securities giving<br>access to the share capital of the Company, immediately or in the future, without shareholders’ preemptive subscription rights, by way of public<br>offerings, excluding offers referred to in Article L.411-2- 1° of the French Code monétaire et financier;<br> 23. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares or securities giving<br>access to the share capital of the Company, immediately or in the future, without shareholders’ preemptive subscription rights, by way of public<br>offerings referred to in Article L.411-2 1° of the French Code monétaire et financier;<br> 24. Authorization to the Board of Directors to set the issuance price on the capital increases by way of public offerings, without shareholders’<br>preemptive rights, pursuant to the terms and conditions set by the General Shareholders’ Meeting, and up to the limit of 10% of the share capital;<br> 25. Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of ordinary shares or securities<br>giving access to the share capital of the Company, immediately or in the future, reserved for certain specific categories of beneficiaries, without<br>shareholders’ preemptive subscription rights;<br> 26. Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of ordinary shares, immediately or in<br>the future, reserved for certain specific categories of beneficiaries meeting specific characteristics within the framework of an equity financing<br>agreement on the US market called “At-the-market” or “ATM”, without shareholders’ preemptive subscription rights;<br> 27. Authorization to the Board of Directors to increase the number of securities to be issued as part of share capital increases with or without<br>shareholders’ preemptive subscription rights;<br> 28. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares and securities giving<br>access to the share capital of the Company, immediately or in the future, as part of a public exchange offer initiated by the Company;<br> 29. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares or securities giving<br>access to the share capital of the Company, immediately or in the future, in consideration for contributions in kind up to a maximum of 10% of the<br>share capital, excluding the case of a public exchange offer initiated by the Company;<br> 30. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares or securities giving<br>access to the share capital of the Company immediately or in the future by the company reserved for members of a company savings plan to be set<br>up by the Company under the conditions provided for in Article L.3332-18 et seq. of the French Code du travail, without shareholders’ preferential<br>subscription rights;<br> 31. Delegation of authority to the Board of Directors to increase the share capital of the Company by incorporating reserves, profits or premiums;<br> 32. Authorization to the Board of Directors to grant free shares to employees and/or certain corporate officers;<br> 33. Authorization to the Board of Directors to grant share subscription and/or share purchase options to corporate officers and employees of the<br>Company or companies of the group, entailing the waiver by shareholders of their preferential rights to subscribe for shares issued following the<br>exercise of stock options;<br> 34. Delegation of authority to the Board of Directors to decide on the issue of share subscription warrants, without shareholders’ preemptive<br>subscription rights, to the benefit of categories of persons;<br> 35. Amendment of Article 15 of the Company’s Articles of Association to allow for a staggered renewal of the Directors’ mandates;<br>On an ordinary basis<br> 36. Power for formalities.<br>19570 Inventiva SA VIF.indd 2 19570 Inventiva SA VIF.indd 2 4/21/2022 12:16:15 PM 4/21/2022 12:16:15 PM |
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Exhibit 99.2
INVENTIVA
Ordinary and Extraordinary General Meeting of Inventiva S.A. to be held on
May 19, 2022
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 19, 2022 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 April 28, 2022. 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.