Amendment: SEC Form SCHEDULE 13D/A filed by DBV Technologies S.A.
$DBVT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
DBV Technologies S.A. (Name of Issuer) |
Ordinary Shares, nominal value EUR0.10 per share (Title of Class of Securities) |
23306J309 (CUSIP Number) |
Sophie Paquin 6-8, boulevard Haussmann, Paris, I0, 75009 33-6-37-85-94-06 John Partigan Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 Lloyd Spencer Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/31/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 23306J309 |
| 1 |
Name of reporting person
Bpifrance Participations S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,229,243.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 10,672,462 Ordinary Shares and warrants to purchase 6,556,781 Ordinary Shares (the "ABSA Warrants"). Percentage of class is calculated based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025, plus 6,556,781 Ordinary Shares underlying the ABSA Warrants.
SCHEDULE 13D
|
| CUSIP No. | 23306J309 |
| 1 |
Name of reporting person
Innobio FPCI | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
226,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Item 13: Percentage of class is calculated based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 23306J309 |
| 1 |
Name of reporting person
Bpifrance Investissement SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
226,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Item 13: Percentage of class is calculated based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | 23306J309 |
| 1 |
Name of reporting person
Caisse des Depots | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,455,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 10,898,595 Ordinary Shares and warrants to purchase 6,556,781 Ordinary Shares (the "ABSA Warrants"). Percentage of class is calculated based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025, plus 6,556,781 Ordinary Shares underlying the ABSA Warrants.
SCHEDULE 13D
|
| CUSIP No. | 23306J309 |
| 1 |
Name of reporting person
EPIC Bpifrance | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,455,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 10,898,595 Ordinary Shares and warrants to purchase 6,556,781 Ordinary Shares (the "ABSA Warrants"). Percentage of class is calculated based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025, plus 6,556,781 Ordinary Shares underlying the ABSA Warrants.
SCHEDULE 13D
|
| CUSIP No. | 23306J309 |
| 1 |
Name of reporting person
Bpifrance S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,455,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 10,898,595 Ordinary Shares and warrants to purchase 6,556,781 Ordinary Shares (the "ABSA Warrants"). Percentage of class is calculated based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025, plus 6,556,781 Ordinary Shares underlying the ABSA Warrants.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.10 per share | |
| (b) | Name of Issuer:
DBV Technologies S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
107 Avenue de la Republique, Chatillon,
FRANCE
, 92320. | |
Item 1 Comment:
Introductory Statement:
This Amendment No. 7 ("Amendment") is being filed by Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), Innobio FPCI, a fonds professionnel de capital investissement ("Innobio"), Bpifrance Investissement S.A.S., a French management company (societe de gestion) ("Bpifrance Investissement"), Caisse des depots, a French special public entity (etablissement special) ("CDC"), EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC" ) and Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance") (collectively, the "Reporting Persons") pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This Amendment relates to the Ordinary Shares, nominal value EUR0.10 per share (the "Ordinary Shares") of DBV Technologies S.A. (the "Issuer"). This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on April 12, 2018, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 7, 2018, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on April 9, 2019, as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on October 15, 2019, as further amended by Amendment No. 4 to Schedule 13D filed with the SEC on February 12, 2021, as further amended by Amendment No. 5 to Schedule 13D filed with the SEC on June 16, 2022, and as further amended by Amendment No. 6 to Scheduled 13D filed with the SEC on April 7, 2025 (collectively, as amended, the "Schedule 13D").
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, Bpifrance Investissement, CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference. | |
| (d) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment is being filed to reflect a decrease in the Reporting Persons percentage ownership of the Issuer's Ordinary Shares, which resulted solely from an increase in the number of Ordinary Shares outstanding since the filing of Amendment No. 6 to the Schedule 13D and is not due to any transactions in the Ordinary Shares by the Reporting Persons.
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
Items 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference. As of the date hereof, (i) Bpifrance Participations (A) holds directly 10,672,462 Ordinary Shares, and (B) warrants to purchase 6,556,781 Ordinary Shares, which collectively represent 9.2% of the Issuer's outstanding Ordinary Shares, and (ii) Innobio holds directly 226,133 Ordinary Shares, which represents 0.1% of the Issuer's outstanding Ordinary Shares.
As of the date hereof, neither Bpifrance, Bpifrance Investissement, EPIC nor CDC holds any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 10,898,595 Ordinary Shares and warrants to purchase 6,556,781 Ordinary Shares, which collectively represent 9.2% of the Issuer's outstanding Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC and CDC may be deemed to be the beneficial owners of 10,898,595 Ordinary Shares and warrants to purchase 6,556,781 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance.
The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 179,827,919 Ordinary Shares of the Issuer that are outstanding as of October 31, 2025, plus 6,556,781 Ordinary Shares underlying the ABSA Warrants. The amount of outstanding Ordinary Shares disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
Items 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 is hereby incorporated by reference into this Item 5(c). There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2. | |
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1 - Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13D/A filed on February 12, 2021)
EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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