Amendment: SEC Form SC 13D/A filed by Inventiva S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Inventiva S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.01 per share

(Title of Class of Securities)

46124U107

(CUSIP Number)

JAMES KRATKY

BVF PARTNERS L.P.

44 Montgomery St., 40th Floor

San Francisco, California 94104

(415) 525-8830

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 17, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes 451,003 ADSs (as defined below), each of which represents one (1) Share (as defined below).

* Includes 451,003 ADSs, each of which represents one (1) Share.

* Includes 234,997 ADSs, each of which represents one (1) Share.

* Includes 234,997 ADSs, each of which represents one (1) Share.

* Includes 40 ADSs, each of which represents one (1) Share.

* Includes 40 ADSs, each of which represents one (1) Share.

* Includes 686,000 ADSs, each of which represents one (1) Share.

* Includes 686,040 ADSs, each of which represents one (1) Share.

* Includes 686,040 ADSs, each of which represents one (1) Share.

* Includes 686,040 ADSs, each of which represents one (1) Share.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based on 52,477,188 Shares outstanding, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 30, 2024.

As of the date hereof, (i) BVF beneficially owned 4,630,461 Shares, including 451,003 Shares underlying ADSs held by it, representing percentage ownership of approximately 8.8% of the Shares outstanding, (ii) BVF2 beneficially owned 3,321,861 Shares, including 234,997 Shares underlying ADSs held by it, representing percentage ownership of approximately 6.3% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 397,086 Shares, including 40 Shares underlying ADSs held by it, representing percentage ownership of less than 1% of the Shares outstanding, and (iv) 196,091 Shares were held in the Partners Managed Account, representing percentage ownership of less than 1% of the Shares outstanding.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,630,461 Shares beneficially owned by BVF, representing percentage ownership of approximately 8.8% of the Shares outstanding.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 3,321,861 Shares beneficially owned by BVF2, representing percentage ownership of approximately 6.3% of the Shares outstanding.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 397,086 Shares beneficially owned by Trading Fund OS, representing percentage ownership of less than 1% of the Shares outstanding.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,952,322 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 15.2% of the Shares outstanding.

Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Account and the sole member of Partners OS, may be deemed to beneficially own the 8,545,499 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Account, representing percentage ownership of approximately 16.3% of the Shares outstanding.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,545,499 Shares beneficially owned by Partners, representing percentage ownership of approximately 16.3% of the Shares outstanding.

Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 8,545,499 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 16.3% of the Shares outstanding.

(c)       Except for the acquisition of Royalty Certificates of the Issuer described in Item 6 below, none of the Reporting Persons have entered into any transactions in the securities of the Issuer during the past sixty days.

Item 6 is hereby amended to add the following:

On July 17, 2024, the Issuer entered into subscription agreements (the “Royalty Certificate Subscription Agreements”) with certain investors, including certain Reporting Persons, pursuant to which the Issuer agreed to issue and sell, and such investors agreed to purchase and acquire, an aggregate of 201 royalty certificates (the “Royalty Certificates”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Transaction”). In connection with the Transaction, the Reporting Persons purchased Royalty Certificates as follows: BVF (34 Royalty Certificates), BVF2 (26 Royalty Certificates), Trading Fund OS (3 Royalty Certificates) and the Partners Managed Account (1 Royalty Certificate), constituting a total of 64 Royalty Certificates.

The subscription price of the Royalty Certificates is €100,000 per certificate. Settlement and delivery of the Royalty Certificates is expected to occur on or about July 22, 2024, subject to the satisfaction of customary closing conditions.

The Royalty Certificates will provide the holders thereof with the right to an annual payment of royalties (“Royalties”) equal to 3% of the future net sales, if any, of the Issuer’s product candidate lanifibranor beginning on the fiscal year following the start of the sales of lanifibranor following the granting of the market authorization for lanifibranor in (i) the United States of America, (ii) the countries of the European Union or (iii) the United Kingdom, whichever occurs first, if at all.

The Royalty Certificates will have a term of 14 years following the date of issue. In the event of a Merger (as defined in the Royalty Certificates), and upon the request of the Issuer, the holders of Royalty Certificates and the Issuer will negotiate the terms upon which the Issuer may purchase all of the then-outstanding Royalty Certificates; provided that neither the Issuer nor the holders of Royalty Certificates will have any obligation other than to conduct such negotiations in good faith. The Issuer may at any time repurchase in full the Royalty Certificates by paying a price to be agreed between the Issuer and the holders of the Royalty Certificates. The Issuer may also redeem the Royalty Certificates from each holder, subject to offering such redemption to every holder. The Issuer also has a pre-emptive right in the event of the sale of Royalty Certificates by a holder.

In connection with the entry into the Royalty Certificate Subscription Agreements, the investors party thereto have agreed not to sell, transfer or otherwise dispose of the Royalty Certificates for a period of six months following the date of closing, subject to certain specified exceptions.

The Royalty Certificates do not confer any additional financial rights besides the right to payment of Royalties referred to above. Specifically, the Royalty Certificates do not grant any financial rights on any other products that may be developed by the Issuer beyond lanifibranor.

In addition, the Royalty Certificates do not entitle any holder thereof to vote or be deemed the holder of any other securities of the Issuer, nor do they confer upon any holder the rights of a stockholder of the Issuer or the right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or other actions affecting stockholders or to receive dividends or subscription rights or otherwise.

The foregoing description of the Royalty Certificate Subscription Agreements and the terms and conditions of the Royalty Certificates are qualified in their entirety by reference to the form of Royalty Certificate Subscription Agreement, a copy of which is referenced as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 19, 2024