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As filed with the Securities and Exchange Commission on August 2, 2021

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Inventiva S.A.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant's name into English)

France

Not Applicable

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

50 rue de Dijon

21121 Daix France

Tel: +33 3 80 44 75 00

(Address and telephone number of registrant's principal executive offices)

Cogency Global Inc.

122 East 42nd Street,

18th Floor

New York, New York 10168

+1 800 221-0102

(Name, address and telephone number of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Divakar Gupta

Arnaud Duhamel

Richard Segal

Gide Loyrette Nouel A.A.R.P.I.

David Boles

15 rue de Laborde

Daniel Goldberg

75008 Paris France

Cooley LLP

+33 1 40 75 60 00

55 Hudson Yards

New York, New York 10001

+1 212 479-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Amount

Maximum

Maximum

Amount of

Title of Each Class of

to be

Aggregate

Aggregate

(1)

Securities to be Registered

Registered

Price per Unit

Offering Price

Registration Fee

Ordinary shares, nominal value €0.01 per share(2)

(3)

(4)

(4)

-

Warrants

(3)

(4)

(4)

-

Total

(3)

$300,000,000

$32,730

  1. Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.
  2. These ordinary shares are represented by American Depositary Shares, or ADSs, each of which represents one ordinary share of the registrant. ADSs issuable on deposit of the ordinary shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 (File No. 333-239477).
  3. There are being registered hereunder such indeterminate number of ordinary shares and such indeterminate number of warrants as may be sold by the registrant from time to time at indeterminate prices, in U.S. dollars or the equivalent thereof denominated in foreign currencies, with the maximum aggregate offering price not to exceed $300,000,000. Any securities registered by this Registration Statement may be sold separately or in combination with other securities registered hereunder. The proposed maximum initial offering price per security will be determined, from time to time, by the registrant in connection with the sale of the securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of ordinary shares as may be issued upon exercise of warrants. Pursuant to Rule 416 under the Securities Act, the ordinary shares represented by ADSs being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the ordinary shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
  4. The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.C. of Form F-3 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

  • The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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EXPLANATORY NOTE

This Registration Statement of Inventiva S.A. (the "Registrant") contains two prospectuses:

  • a base prospectus which covers the offering, issuance and sale by the Registrant of the securities identified above from time to time in one or more offerings, which together shall have an aggregate initial offering price not to exceed $300,000,000; and
  • a sales agreement prospectus covering the offering, issuance and sale by the Registrant of up to a maximum aggregate offering price of $100,000,000 (which amount is included in the $300,000,000 aggregate offering price set forth in the base prospectus) of the Registrant's American Depositary Shares representing ordinary shares that may be issued and sold under the Sales Agreement, dated August 2, 2021, between the Registrant and Jefferies LLC.

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in one or more prospectus supplements to the base prospectus. The sales agreement prospectus immediately follows the base prospectus.

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and Exchange Commission

permitted.

the Securities

or sale is not

statement filed with

state where the offer

may be changed. We may not sell these securities until the registration

securities and it is not soliciting an offer to buy these securities in any

not complete and

offer to sell these

in this prospectus is

prospectus is not an

The information

is effective. This

SUBJECT TO COMPLETION, DATED AUGUST 2, 2021

PROSPECTUS

$300,000,000

Ordinary Shares

American Depositary Shares representing Ordinary Shares Warrants to Purchase Ordinary Shares or American Depositary Shares

This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $300,000,000 of our ordinary shares, including ordinary shares represented by American Depositary Shares, or ADSs, as well as warrants to purchase ordinary shares or ADSs. These securities may be offered individually or in any combination.

This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest.

Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section titled "Plan of Distribution" in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees or commissions and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.

ADSs representing our ordinary shares are listed on the Nasdaq Global Market under the symbol "IVA." On

July 29, 2021, the last reported sale price of the ADSs on the Nasdaq Global Market was $13.17 per ADS. Our ordinary shares are listed on Euronext Paris under the symbol "IVA." On July 29, 2021, the closing price of our ordinary shares on Euronext Paris was €11.36 per ordinary share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the Nasdaq Global Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. There is currently no market through which warrants may be sold and purchasers may not be able to resell warrants purchased under this prospectus. This may affect the pricing of any warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the warrants and the extent of issuer regulation. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described on page 6of this prospectus under the caption "Risk Factors" and under the caption "Risk Factors" in our most recent Annual Report on Form 20-F incorporated by reference in this prospectus.

We may also include specific risk factors in supplements to this prospectus under the caption "Risk Factors." This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement.

Owning our securities may subject you to tax consequences both in France and in the United States. This prospectus and any applicable prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in this prospectus and any applicable prospectus supplement. In addition, your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we are incorporated under the laws of France, many of our officers and directors and experts named in this prospectus are residents of France or elsewhere outside of the United States, and a substantial portion of our assets and the assets of such persons are located outside the United States. See "Enforcement of Civil Liabilities."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2021.

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Page

ABOUT THIS PROSPECTUS

ii

PROSPECTUS SUMMARY

1

RISK FACTORS

6

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

7

OFFER STATISTICS AND EXPECTED TIMETABLE

9

CAPITALIZATION

10

OFFER AND LISTING DETAILS

11

USE OF PROCEEDS

12

PLAN OF DISTRIBUTION

13

DESCRIPTION OF SHARE CAPITAL

14

LIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANY

35

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

37

DESCRIPTION OF WARRANTS

45

TAXATION

46

LEGAL MATTERS

47

EXPERTS

47

ENFORCEMENT OF CIVIL LIABILITIES

48

WHERE YOU CAN FIND MORE INFORMATION

49

INCORPORATION OF DOCUMENTS BY REFERENCE

50

EXPENSES ASSOCIATED WITH REGISTRATION

51

i

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Inventiva SA published this content on 02 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 August 2021 09:56:35 UTC.