6-K
Inventiva S.A. (IVA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 6-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
InventivaS.A.
(Translation of registrant's name into English)
50rue 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 20, 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 20, 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 20, 2022 | /s/ Frédéric<br> Cren |
| Frédéric Cren | |
| Chief Executive Officer |
Exhibit 99.1
| PRESS<br> RELEASE |
|---|
Results of the votes of theCombined Shareholders’ Meeting
of May 19, 2022
Daix(France), Long Island City (New York, United States), May 20, 2022 – Inventiva (Euronext Paris and Nasdaq: IVA), a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of non-alcoholic steatohepatitis (NASH) and other diseases with unmet medical need, today announced the results of the votes of its Combined Shareholders’ Meeting.
The Combined Shareholders' Meeting was held on Thursday May 19, 2022 at 2 p.m. at Hôtel Oceania Le Jura, 14 avenue Foch, 21000 Dijon (France), under the chairmanship of Mr. Frédéric Cren, Chairman and Chief Executive Officer and cofounder of Inventiva.
Mr. Frederic Cren proceeded to the usual formalities of the opening of the meeting, in particular to the constitution of the Bureau by appointing Mr. Pierre Broqua and Mr. Jean Volatier, as tellers, as well as Mr. Eric Duranson, as secretary of the Combined Shareholders' Meeting.
All the resolutions submitted to vote have been adopted by the shareholders, with the exception of the 30^th^ resolution which would have empowered the Board of Directors to decide on share capital increases reserved for members of a company savings plan to be set up by the Company.
Pursuant to Article R. 22-10-14 IV. of the French Commercial Code, the Combined Shareholders’ Meeting approved, without modification, the compensation policy for corporate officers as presented in the 2021 Universal Registration Document (Part 3.5.1, pages 153 and seq.).
Information on the results of the votes is detailed below:
| · | Total number of shares composing the share capital:<br>40 873 551 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · | Total number of shares with voting rights: 40 802 918 | |||||||||||||
| --- | --- | |||||||||||||
| Ordinary part | Extraordinary part | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shareholders | Shares | Votes | Shareholders | Shares | Votes | |||||||||
| Shareholders present | 1 | 50 | 50 | 1 | 50 | 50 | ||||||||
| Proxy to third parties | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| Proxy to the Chairman | 119 | 122 188 | 153 298 | 119 | 122 188 | 153 298 | ||||||||
| Mail votes | 87 | 27 741 130 | 39 165 996 | 87 | 27 741 130 | 39 165 996 | ||||||||
| TOTAL | 207 | 27 863 368 | 39 319 344 | 207 | 27 863 368 | 39 319 344 | ||||||||
| Quorum | 68,287 | % | 68,287 | % |
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| PRESS<br> RELEASE | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolutions | State of adoption | Number of represented shares | Proportionof represented sharecapital<br> <br>(%) | **** | Totalnumber of votes cast | For | **** | Against | **** | Abstention | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number<br> of<br><br> votes | in<br> % of votes<br><br> cast | Number<br> of<br><br> votes | in<br> % of votes<br><br> cast | Number<br> of <br><br>votes | in<br> % of the<br><br>total voting<br><br> rights | ||||||||||||||||
| Resolution<br> 1 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - | ||||||||
| Resolution<br> 2 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - | ||||||||
| Resolution<br> 3 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - | ||||||||
| Resolution<br> 4 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - | ||||||||
| Resolution<br> 5 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - | ||||||||
| Resolution<br> 6 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 318 514 | 36 715 609 | 93,38 | % | 2 602 905 | 6,62 | % | 830 | - | ||||||||
| Resolution<br> 7 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 318 514 | 36 715 574 | 93,38 | % | 2 602 940 | 6,62 | % | 830 | - | ||||||||
| Resolution<br> 8 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 318 505 | 38 457 624 | 97,81 | % | 860 881 | 2,19 | % | 839 | - | ||||||||
| Resolution<br> 9 - OGM | Adopted | 27 863 368 | 68,169 | % | 38 699 850 | 38 597 606 | 99,74 | % | 102 244 | 0,26 | % | 619 494 | - | ||||||||
| Resolution<br> 10 - OGM | Adopted | 27 863 368 | 68,169 | % | 38 699 850 | 38 597 606 | 99,74 | % | 102 244 | 0,26 | % | 619 494 | - | ||||||||
| Resolution<br> 11 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 318 514 | 38 674 432 | 98,36 | % | 644 082 | 1,64 | % | 830 | - | ||||||||
| Resolution<br> 12 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 318 234 | 39 317 709 | >99,99 | % | 525 | <0,01 | % | 1 110 | - | ||||||||
| Resolution<br> 13 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 317 594 | 38 598 105 | 98,17 | % | 719 489 | 1,83 | % | 1 750 | - | ||||||||
| Resolution<br> 14 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 317 594 | 38 698 105 | 98,42 | % | 619 489 | 1,58 | % | 1 750 | - | ||||||||
| Resolution<br> 15 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 317 594 | 37 954 167 | 96,53 | % | 1 363 427 | 3,47 | % | 1 750 | - |
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| PRESS<br> RELEASE | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolutions | State of adoption | Number of represented shares | Proportionof represented sharecapital<br> <br>(%) | **** | Totalnumber of votes cast | For | **** | Against | **** | Abstention | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number<br> of<br><br> votes | in<br> % of votes<br><br> cast | Number<br> of<br><br> votes | in<br> % of votes<br><br> cast | Number<br> of <br><br>votes | in<br> % of the<br><br>total voting<br><br> rights | ||||||||||||||||
| Resolution<br> 16 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 317 594 | 37 954 242 | 96,53 | % | 1 363 352 | 3,47 | % | 1 750 | - | ||||||||
| Resolution<br> 17 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 317 534 | 39 317 009 | >99,99 | % | 525 | <0,01 | % | 1 810 | - | ||||||||
| Resolution<br> 18 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 317 594 | 39 316 769 | >99,99 | % | 825 | <0,01 | % | 1 750 | - | ||||||||
| Resolution<br> 19 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 37 080 780 | 94,31 | % | 2 238 399 | 5,69 | % | 165 | - | ||||||||
| Resolution<br> 20 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 39 102 826 | 99,45 | % | 216 353 | 0,55 | % | 165 | - | ||||||||
| Resolution<br> 21 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 438 322 | 92,67 | % | 2 880 857 | 7,33 | % | 165 | - | ||||||||
| Resolution<br> 22 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 408 145 | 92,60 | % | 2 911 034 | 7,40 | % | 165 | - | ||||||||
| Resolution<br> 23 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 291 157 | 36 408 141 | 92,66 | % | 2 883 016 | 7,34 | % | 28 187 | - | ||||||||
| Resolution<br> 24 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 436 876 | 92,67 | % | 2 882 303 | 7,33 | % | 165 | - | ||||||||
| Resolution<br> 25 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 291 157 | 36 407 845 | 92,66 | % | 2 883 312 | 7,34 | % | 28 187 | - | ||||||||
| Resolution<br> 26 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 435 802 | 92,67 | % | 2 883 377 | 7,33 | % | 165 | - | ||||||||
| Resolution<br> 27 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 436 856 | 92,67 | % | 2 882 323 | 7,33 | % | 165 | - | ||||||||
| Resolution<br> 28 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 438 298 | 92,67 | % | 2 880 881 | 7,33 | % | 165 | - | ||||||||
| Resolution<br> 29 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 36 438 298 | 92,67 | % | 2 880 881 | 7,33 | % | 165 | - | ||||||||
| Resolution<br> 30 - EGM | Rejected | 27 863 368 | 68,169 | % | 39 291 157 | 15 594 865 | 39,69 | % | 23 696 292 | 60,31 | % | 28 187 | - | ||||||||
| Resolution<br> 31 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 179 | 39 318 434 | >99,99 | % | 745 | <0,01 | % | 165 | - | ||||||||
| Resolution<br> 32 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 318 989 | 36 436 917 | 92,67 | % | 2 882 072 | 7,33 | % | 355 | - |
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| PRESS<br> RELEASE | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolutions | State of adoption | Number of represented shares | Proportionof represented sharecapital<br> <br>(%) | **** | Totalnumber of votes cast | For | **** | Against | **** | Abstention | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number<br> of<br><br> votes | in<br> % of votes<br><br> cast | Number<br> of<br><br> votes | in<br> % of votes<br><br> cast | Number<br> of <br><br>votes | in<br> % of the<br><br>total voting<br><br> rights | ||||||||||||||||
| Resolution<br> 33 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 291 177 | 36 409 030 | 92,66 | % | 2 882 147 | 7,34 | % | 28 167 | - | ||||||||
| Resolution<br> 34 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 290 987 | 36 405 930 | 92,66 | % | 2 885 057 | 7,34 | % | 28 357 | - | ||||||||
| Resolution<br> 35 - EGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - | ||||||||
| Resolution<br> 36 - OGM | Adopted | 27 863 368 | 68,169 | % | 39 319 199 | 39 318 749 | >99,99 | % | 450 | <0,01 | % | 145 | - |
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| PRESS<br> RELEASE |
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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 RORg 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.
Important Notice
This press release contains “forward-lookingstatements” 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, butare not limited to, forecasts and estimates with respect to Inventiva’s pipeline and preclinical and clinical development plans,future activities, expectations, plans, growth and prospects of Inventiva and the sufficiencyof Inventiva’s cash resources and cash runway; and whether or to what extent Inventiva may use the share repurchase program andthe objectives of any use of the share repurchase program or may undertake any transactions with respect to its securities as authorizedby the resolutions approved at the Combined Shareholders' Meeting. Certain of these statements, forecasts and estimates can be recognizedby the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will”, “would”, “could”, “might”, “should”, and “continue” and similar expressions. Such statements are not historical factsbut rather are statements of future expectations and other forward-looking statements that are based on management's beliefs. These statementsreflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertaintiesthat could cause future results, performance or future events to differ materially from those expressed or implied in such statements.Future events are difficult to predict and may depend upon factors that are beyond Inventiva's control. There can be no guarantees withrespect to pipeline product candidates that the clinical trial results will be available on their anticipated timeline, that future clinicaltrials will be initiated as anticipated, that product candidates will receive the necessary regulatory approvals, or that any of theanticipated milestones by Inventiva or its partners will be reached on their expected timeline, or at all. Actual results may turn outto 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 that Inventiva is a clinical-stage company with no approved products andno historical 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'sfuture success is dependent on the successful clinical development, regulatory approval and subsequent commercialization of current andany future product candidates, preclinical studies or earlier clinical trials are not necessarily predictive of future results and theresults of Inventiva's clinical trials may not support Inventiva's product candidate claims, Inventiva may encounter substantial delaysin its clinical trials or Inventiva may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities,enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult orrendered impossible by multiple factors outside Inventiva's control, Inventiva's product candidates may cause adverse drug reactionsor have other properties that could delay or prevent their regulatory approval, or limit their commercial potential, Inventiva facessubstantial competition and Inventiva’s business, and preclinical studies and clinical development programs and timelines, itsfinancial condition and results of operations could be materially and adversely affected by the current COVID-19 pandemic and geopoliticalevents, such as the conflict between Russia and Ukraine and related impacts and potential impacts on the initiation, enrolment and completionof Inventiva’s clinical trials on anticipated timeliness. Given these risks and uncertainties, no representations are made as tothe accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecastsand estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-lookingstatements.
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| PRESS<br> RELEASE |
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Please refer to the Universal RegistrationDocument for the year ended December 31, 2021 filed with the Autorité des Marchés Financiers on March 11, 2022 and the AnnualReport on Form 20-F for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 11, 2022 for additionalinformation in relation to such factors, risks and uncertainties.
All information in this press release is asof 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-lookingstatements referred to above.
Contacts
| Inventiva | Brunswick Group | Westwicke, an ICR Company |
|---|---|---|
| Pascaline Clerc | Laurence Frost / | Patricia L. Bank |
| VP of Global External Affairs | Tristan Roquet Montegon / | Investor relations |
| media@inventivapharma.com | Aude Lepreux | patti.bank@westwicke.com |
| +1 240 620 9175 | Media relations | +1 415 513 1284 |
| inventiva@brunswickgroup.com | ||
| +33 1 53 96 83 83 |
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