Amendment: SEC Form 10-K/A filed by DBV Technologies S.A.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 15. Exhibits and Financial Statement Schedules

Exhibit Index

Signatures

each beneficial owner of more than 5% of our Ordinary Shares;

each of our named executive officers and directors; and

all of our executive officers and directors as a group.

5% Shareholders

Entities affiliated with Baker Bros. Advisors LP (1)

Entities affiliated with Bpifrance Participations S.A. (2)

Entities affiliated with Suvretta (3)

Entities affiliated with Vivo Opportunity Fund (4)

Entities affiliated with MPM BioImpact LLC (5)

Adage Capital Partners, L.P. (6)

Janus (7)

Octagon Opportunities Fund II LP. (8)

Entities affiliated with VR Advisor, LLC (9)

Citadel CEMF Investments Ltd. (10)

Named Executive Officers, Directors and Director Nominees

Daniel Tassé (11)

Virginie Boucinha(12)

Pharis Mohideen (13)

Michel de Rosen (14)

Maïlys Ferrère

Michael J. Goller (15)

Daniele Guyot-Caparros

Timothy E. Morris (16)

Adora Ndu (17)

Julie O’Neill (18)

Ravi M. Rao (19)

Daniel B. Soland (20)

All current directors and current executive officers as a group (12 persons) (21)

Represents beneficial ownership of less than 1% of our outstanding Ordinary Shares.

Based in part on information provided in the Schedule 13D/A filed by Baker Bros. Advisors LP on March 27, 2025 and other information provided to the Issuer. Consists of (a) 2,185,234 ordinary shares (including 120,036 ADSs representing 600,180 ordinary shares) held by 667, L.P. (“667”) and (b) 21,282,929 ordinary shares (including 1,341,389 ADSs representing 6,706,945 ordinary shares) held by Baker Brothers Life Sciences, L.P (“Baker Life Sciences” and together with 667, the “Baker Funds”). In addition, (a) 667 has (i) 1,383,352 pre-funded warrants exercisable into 1,383,352 ordinary shares, (ii) 2,299,656 First Pre-Funded Warrants exercisable into 2,299,656 First PFW Shares, and (iii) 2,299,656 BS Warrants exercisable into 2,299,656 Second Pre-Funded Warrants, that are exercisable into 4,024,398 Second PFW Shares and (b) Baker Life Sciences has (i) 11,732,979 pre-funded warrants exercisable into 11,732,979 ordinary shares, (ii) 25,005,240 First Pre-Funded Warrants exercisable into 25,005,240 First PFW Shares, and (iii) 25,005,240 BS Warrants exercisable into 25,005,240 Second Pre-Funded Warrants, that are exercisable into 43,759,170 Second PFW Shares (together, the “Baker Warrants”). The Baker Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting no shares issuable upon exercise of the Baker Warrants. Baker Bros. Advisors LP (the “Adviser”) serves as the investment adviser to the Baker Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Baker Funds. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the Adviser’s sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Baker Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Baker Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Baker Funds except to the extent of their pecuniary interest therein. Michael Goller, a full-time employee of the Adviser currently serves on DBV’s Board of directors as a representative of the Baker Funds. The policy of the Baker Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation for serving as directors of any issuer, and the Baker Funds are instead entitled to the pecuniary interest in the Baker Warrants. Michael Goller has no voting power, dispositive power or pecuniary interest in the Baker Warrants. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and have no direct pecuniary interest in the Baker Warrants held by Michael Goller. The Baker Funds are instead entitled to the pecuniary interest in the Baker Warrants held by Michael Goller. The Adviser has voting and investment power over the Baker Warrants held by Michael Goller. The address for each of these entities is 860 Washington Street, 3rd Floor, New York, New York 10014.

Based in part, on information provided in Schedule 13D/A filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“BpiP”), (ii) Innobio FPCI, a fonds professionnel de capital investissement (“Innobio”), (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“BpiI”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“BPI”), a société anonyme incorporated under the laws of the Republic of France, on April 7, 2025. Consists of (i) 10,672,462 ordinary shares held by BPIp, (ii) 6,556,781 ABSA Warrant Shares issuable upon exercise of 3,746,732 ABSA

Based in part, on information provided in Schedule 13G filed on April 11, 2025. Consists of (a) 185,020 ordinary shares held by Averill Master Fund, Ltd. (“Averill Master Fund”), (b) 25,201 ordinary shares held by Averill Madison Master Fund, Ltd. (“Averill Madison Fund” and, together with Averill Master Fund, the “Averill Funds”), (c) 18,157,252 First PFW Shares issuable upon the exercise of the 18,157,252 First Pre-Funded Warrants held by Averill Master Fund, (ii) 2,429,200 First PFW Shares issuable upon the exercise of the 2,429,200 First Pre-Funded Warrants held by Averill Madison Master Fund, (d) 31,775,191 Second PFW Shares issuable upon the exercise of the 18,157,252 Second Pre-Funded Warrants held by Averill Master Fund and (iv) 4,251,100 Second PFW Shares issuable upon the exercise of the 2,429,200 Second Pre-Funded Warrants held by Averill Madison Master Fund. The First Pre-Funded Warrants and Second Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting an aggregate of 14,966,083 shares issuable upon exercise of the First Pre-Funded Warrants and Second Pre-Funded Warrants. Suvretta Capital Management, LLC is the investment manager of the Averill Funds. Aaron Cowen is a control person of Suvretta Capital Management, LLC and as such may be deemed to beneficially own these shares. Mr. Cowen disclaims beneficial ownership of all ordinary shares held by the Averill Funds, other than, to the extent of any pecuniary interest therein. The principal address of the Averill Funds, Suvretta Capital Management, LLC and Mr. Cowen is 540 Madison Avenue, 7th Floor, New York, NY 10022.

Based in part, on information provided in Schedule 13G filed jointly by Vivo Opportunity Fund Holdings, L.P, Vivo Opportunity, LLC, Vivo Opportunity Cayman Fund, L.P and Vivo Opportunity Cayman, LLC on April 8, 2025. Consists of (i) 4,672,520 ordinary shares, (ii) 8,176,910 ABSA Warrant Shares issuable upon exercise of 4,672,520 ABSA Warrants, (iii) 2,730,560 First PFW Shares issuable upon exercise of 2,730,560 First Pre-Funded Warrants, and (iv) 4,778,480 Second PFW Shares issuable upon the exercise of the 2,730,560 Second Pre-Funded Warrants underlying the 2,730,560 BS Warrants held by Vivo Opportunity Fund Holdings, L.P. and (v) 600,012 Ordinary Shares, (v) 1,050,021 ABSA Warrant Shares issuable upon exercise of 600,012 ABSA Warrants, (vii) 350,640 First PFW Shares issuable upon exercise of 350,640 First Pre-Funded Warrants, and (viii) 613,620 Second PFW Shares issuable upon the exercise of the 350,640 Second Pre-Funded Warrants underlying the 350,640 BS Warrants, held by Vivo Opportunity Cayman Fund, L.P.. The Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting an aggregate of 114,986 shares issuable upon exercise of the Pre-Funded Warrants held by Vivo Opportunity Fund Holdings and Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity, LLC and Vivo Opportunity Cayman, LLC may be deemed to share voting, investment and dispositive power over the shares held by the Vivo Funds. The principal business address of the Vivo Funds, Vivo Opportunity, LLC and Vivo Opportunity Cayman, LLC is 192 Lytton Avenue, Palo Alto, California 94301.

Based on information provided to the Issuer. Consists of (a) 1,835,344 ordinary shares held by BioImpact Equities Fund, LP (“BioImpact Equities Fund”), (b) 725,484 ordinary shares held by GTM Capital Healthcare Fund, L.P. (“GTM Fund”), (c) 1,252,216 ordinary shares held by MPM BioImpact Innovations Equities Master, LP (“MPM Innovations Fund”), (d) 495,712 ordinary shares held by BioImpact Equities Master Fund, LP (“BioImpact Master Fund”), (e) 773,796 ordinary shares held by Oncology Impact Fund 2, L.P. (“Oncology Impact Fund”), and (f) 189,980 ordinary shares held by New Technologies and Virology Fund, L.P. (“NTV Fund” and, together with BioImpact Equities Fund, GTM Fund, MPM Innovations Fund, BioImpact Master Fund and Oncology Impact Fund, the “MPM Funds”). In addition, (a) BioImpact Equities Fund has (i) 1,835,344 ABSA Warrants exercisable into 3,211,852 Warrant Shares, (ii) 3,518,816 First Pre-Funded Warrants exercisable into 3,518,816 First PFW Shares, and (iii) 3,518,816 BS Warrants exercisable into 3,518,816 Second Pre-Funded Warrants, that are exercisable into 6,157,928 Second PFW Shares, (b) GTM Fund has (i) 725,484 ABSA Warrants exercisable into 1,269,597 ABSA Warrant Shares, (ii) 1,390,936 First Pre-Funded Warrants exercisable into 1,390,936 First PFW Shares, and (iii) 1,390,936 BS Warrants exercisable into 1,390,936 Second Pre-Funded Warrants, that are exercisable into 2,434,138 Second PFW Shares, (c) MPM Innovations Fund has (i) 1,252,216 ABSA Warrants exercisable into 2,191,378 ABSA Warrant Shares, (ii) 2,400,816 First Pre-Funded Warrants exercisable into 2,400,816 First PFW Shares, and (iii) 2,400,816 BS Warrants exercisable into 2,400,816 Second Pre-Funded Warrants, that are exercisable into 4,201,428 Second PFW Shares, (d) BioImpact Master Fund has (i) 495,712 ABSA Warrants exercisable into 867,496 ABSA Warrant Shares, (ii) 950,408 First Pre-Funded Warrants exercisable into 950,408 First PFW Shares, and (iii) 950,408 BS Warrants exercisable into 950,408 Second Pre-Funded Warrants, that are exercisable into 1,663,214 Second PFW Shares, (e) Oncology Impact Fund has (i) 773,796 ABSA Warrants exercisable into 1,354,143 ABSA Warrant Shares, (ii) 1,483,564 First Pre-Funded Warrants exercisable into 1,483,564 First PFW Shares, and (iii) 1,483,564 BS Warrants exercisable into 1,483,564 Second Pre-Funded Warrants, that are exercisable into 2,596,237 Second PFW Shares, and (f) NTV Fund has (i) 189,980 ABSA Warrants exercisable into 332,465 ABSA Warrant Shares, (ii) 364,240 First Pre-Funded Warrants exercisable into 364,240 First PFW Shares, and (iii) 364,240 BS Warrants exercisable into 364,240 Second Pre-Funded Warrants, that are exercisable into 637,420 Second PFW Shares. The Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting an aggregate of 114,986 shares issuable upon exercise of the First Pre-Funded Warrants and Second Pre-funded Warrants. MPM BioImpact LLC serves as the investment adviser to the MPM Funds. Christiana Bardon is a control person of the MPM Funds and as such may be deemed to beneficially own these shares. Ms. Bardon disclaims beneficial ownership of all ordinary shares held by the MPM Funds, other than, to the extent of any pecuniary interest therein. The principal address of the MPM Funds, MPM BioImpact LLC and Ms. Bardon is 399 Boylston Street, Suite 1100, Boston, MA 02116.

Based on information provided to the Issuer. Consists of (a) 5,272,532 ordinary shares, (b) 9,226,931 ABSA Warrant Shares issuable upon exercise of 5,272,532 ABSA Warrants, (c) 4,962,164 First PFW Shares issuable upon the exercise of 4,962,164 First Pre-Funded Warrants, (d) 8,683,787 Second PFW Shares issuable upon the exercise of the 4,962,164 Second Pre-Funded Warrants underlying the 4,962,164 BS Warrants held by Adage Capital Partners, L.P. (“Adage”). The Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting an aggregate of 114,986 shares issuable upon exercise of the First Pre-Funded Warrants and Second Pre-funded Warrants. Bob Atchinson and Phillip Gross are the managing members of Adage Capital Advisors, L.L.C., which is the managing member of Adage Capital Partners GP, L.L.C., which is the general partner of Adage, and each such person or entity, as the case may be, has shared voting and/or investment power over the securities

Based on information provided to the Issuer. Consists of (a) 4,666,192 ordinary shares held by Janus Henderson Biotech Innovation Master Fund Limited (“Janus Master Fund”), (b) 8,165,836 ABSA Warrant Shares held by Janus Master Fund issuable upon exercise of 4,666,192 ABSA Warrants, (c) 4,391,516 First Pre-Funded Warrants held by Janus Master Fund exercisable into 4,391,516 First PFW Shares, (d) 4,391,516 BS Warrants held by Janus Master Fund exercisable into 4,391,516 Second Pre-Funded Warrants, that are exercisable into 7,685,153 Second PFW Shares, (e) 606,340 ordinary shares held by Janus Henderson Biotech Innovation Master Fund II Limited (“Janus Master Fund II” and, together with Janus Master Fund, the “Janus Funds”), (f) 1,061,095 ABSA Warrant Shares held by Janus Master Fund II issuable upon exercise of 606,340 ABSA Warrants, (g) 570,648 First Pre-Funded Warrants held by Janus Master Fund II exercisable into 570,648 First PFW Shares, (h) 570,648 BS Warrants held by Janus Master Fund II exercisable into 570,648 Second Pre-Funded Warrants, that are exercisable into 998,634 Second PFW Shares. The Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting an aggregate of 114,986 shares issuable upon exercise of the First Pre-Funded Warrants and Second Pre-funded Warrants. The shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Janus Funds and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Janus Funds. Under the terms of its management contract with the Janus Funds, Janus has overall responsibility for directing the investments of the Janus Funds in accordance with the Janus Funds’ investment objective, policies and limitations. The Janus Funds have one or more portfolio managers appointed by and serving at the pleasure of Janus whom makes decisions with respect to the disposition of the Resale Shares offered hereby. The address for Janus is 151 Detroit Street, Denver, CO 80206. The portfolio managers for the Janus Funds are: Andrew Acker, Daniel S. Lyons and Agustin Mohedas.

Based on information provided to the Issuer. Consists of (a) 5,090,108 ordinary shares and (b) 8,907,689 ABSA Warrant Shares issuable upon exercise of 5,090,108 ABSA Warrants held by Octagon Private Opportunities Fund II LP (“Octagon Fund”). Octagon Capital Advisors LP (“Octagon Capital”) serves as the investment manager of Octagon Fund. Ting Jia is the managing member of Octagon Capital. By virtue of these relationships each of Octagon Capital and Mr. Jia may be deemed to beneficially own the securities directly owned by Octagon Fund. The principal business address of each of the foregoing persons is 654 Madison Avenue, 21st Floor, New York, New York 10065.

Based on information provided to the Issuer. Consists of (i) 951,439 shares and 36,283 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 14,709 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 79,833 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 7,986 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 215,844 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.

Based in part, on information provided in Schedule 13G filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin on April 14, 2025. Consists of (i) 3,330,428 ordinary shares and (ii) 5,828,249 ABSA Warrant Shares issuable upon exercise of 3,330,428 ABSA Warrants held by Citadel CEMF Investments Ltd. Citadel Advisors LLC is the portfolio manager of Citadel CEMF Investments Ltd. CAH is the sole member of Citadel Advisors LLC. CGP is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or to direct the disposition over the securities held by Citadel CEMF Investments Ltd. This disclosure is not and shall not be construed as an admission that Mr. Griffin or any of the Citadel-related entities listed above is the beneficial owner of any of our securities other than the securities actually owned by such person (if any). The address of Citadel CEMF Investments Ltd. is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, FL 33131.

Consists of 1,361,693 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025.

Consists of (a) 4,750 shares and (b) 29,750 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025.

Consists of (a) 25,833 shares and (b) 415,700 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025.

Consists of (a) 23,570 shares and (b) 15,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law.

Consists of 21,500 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. Mr. Goller has neither voting nor dispositive power and has no direct pecuniary interest in these securities. He has entered into an agreement with Baker Bros. Advisors LP related to his beneficial ownership of our securities, as disclosed in a Schedule 13D/A filed by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker on October 11, 2019.

Consists of (a) 12,000 shares and (b) 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law.

Consists of (a) 1,825 shares and (b) 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law.

Consists of 16,000 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law.

Consists of 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law.

Consists of (a) 20,000 shares and (b) 28,337 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law.

Consists of (a) 87,978 shares, (b) 1,807,143 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025, and (c) 102,185 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025.

Description

Description

Description

Description

Filed herewith.

Previously filed.

Previously furnished and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Indicates a management contract or any compensatory plan, contract or arrangement.

Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document.

/s/ Daniel Tassé