Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Pre-Funded Warrants issued in the Private Placement provide that the holder
of the Pre-Funded Warrants will not have the right to exercise any portion of
its Pre-Funded Warrants if such holder, together with its affiliates, would
beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding
immediately after giving effect to such exercise (the "Beneficial Ownership
Limitation"). The holder may increase or decrease the Beneficial Ownership
Limitation, provided, however, that the holder may only increase the Beneficial
Ownership Limitation by (i) obtaining authorization from the
The Private Placement closed on
The foregoing descriptions of the Securities Purchase Agreement, the Purchased Shares and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto, and incorporated by reference herein.
Registration Rights Agreement
On
In the event (i) the registration statement has not been filed by the Filing
Deadline, (ii) the registration statement has not been declared effective prior
to the earlier of (A) 10 business days after the date which the Company is
notified by the
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The Company has granted the Investors customary indemnification rights in connection with the registration statement. The Investors have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. None of the Purchased Shares, the Pre-Funded Warrants or the Warrant Shares are registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. In connection with the Investors' execution of the Securities Purchase Agreement, each Investor represented to the Company that it is either an "accredited investor" as defined in Regulation D of the Securities Act or a "qualified institutional buyer" as defined in Rule 144A of the Securities Act and that the Purchased Shares and the Pre-Funded Warrants purchased by it were acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy Ordinary Shares or other securities of the Company.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Terms and Conditions of the Pre-Funded Warrant (incorporated by reference to Annex II of the Securities Purchase Agreement filed as Exhibit 10.1 hereto) 10.1* Securities Purchase Agreement, datedJune 8, 2022 , by and betweenDBV Technologies S.A. and the investor parties thereto 10.2 Registration Rights Agreement, datedJune 8, 2022 , by and betweenDBV Technologies S.A. and the investor parties thereto 99.1 Press Release, datedJune 9, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished
to the
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