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    SEC Form 8-K filed by DBV Technologies S.A.

    6/11/25 4:05:24 PM ET
    $DBVT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $DBVT alert in real time by email
    8-K
    00-0000000 true --12-31 0001613780 false 0001613780 2025-06-11 2025-06-11 0001613780 us-gaap:CommonStockMember 2025-06-11 2025-06-11 0001613780 dei:AdrMember 2025-06-11 2025-06-11
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    June 11, 2025

    Date of Report (Date of earliest event reported)

     

     

    DBV Technologies S.A.

    (Exact name of registrant as specified in its charter)

     

     

     

    France   001-36697   Not applicable
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    107 avenue de la République
    92320 Châtillon France
      Not Applicable
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: +33 1 55 42 78 78

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Ordinary shares, nominal value €0.10 per share   n/a   The Nasdaq Stock Market LLC*
    American Depositary Shares, each representing five ordinary shares, nominal value €0.10 per share   DBVT   The Nasdaq Stock Market LLC

     

    *

    Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, 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 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.02

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On June 11, 2025, in connection with the shareholder vote at the Annual General Meeting (as defined below) approving the 13th resolution, the shareholders of DBV Technologies S.A. (the “Company”) approved 2024 ex-post compensation to Daniel Tassé, Chief Executive Officer of the Company, including $348,000 in variable compensation and a $150,000 exceptional bonus.

    On June 11, 2025 in connection with the shareholder vote at the Annual General Meeting (as defined below) approving the 14th resolution related to compensation of named executive officers other than the CEO, the Board of Directors of the Company granted an exceptional bonus to Virginie Boucinha, Chief Financial Officer of the Company, in the amount of $67,454.70 (based on the ECB/USD conversion rate of EUR 1 = USD 1.1433 as of June 11, 2025), and to Pharis Mohideen, Chief Medical Officer of the Company, in the amount of $113,557.

     

    Item 5.03

    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    On June 11, 2025, in connection with the shareholder vote at the Annual General Meeting (as defined below), the shareholders of the Company amended the Company’s bylaws (statuts), effective immediately.

    Article 11 of the bylaws has been modified to allow the Board of Directors to take decisions by written consultation. Article 13 of the bylaws has been amended to set the age limit for the Chairman of the Board of Directors at 80 years old.

    The foregoing description is qualified in its entirety by reference to the full text of the bylaws, the English translation of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

     

    Item 5.07

    Submission of Matters to a Vote of Security Holders.

    On June 11, 2025, the Company held its Annual Combined Meeting of Shareholders (“Annual General Meeting”). At the Annual General Meeting, the Company’s shareholders voted on the thirty-nine proposals set forth below. The voting results with respect to each matter voted upon at the Annual General Meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 15, 2025.

    Within the authority of the Ordinary Shareholders’ Meeting:

     

    1.

    The resolution approving the annual financial statements for the year ended December 31, 2024 was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,526,759

       80,860   

    2,364,624

     

    2.

    The resolution approving the consolidated financial statements for the year ended December 31, 2024 was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,526,790

       80,860    2,364,593

     

    3.

    The resolution allocating income for the year ended December 31, 2024 was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,529,918

       85,025    2,357,300

     

    4.

    The resolution allocating the accumulated deficit to the “Additional paid-in capital” was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,492,418

       103,395    2,376,430

     

    5.

    The resolution approving the agreement relating to the subscription of pre-funded warrants issued by the Company signed on March 27, 2025 between the Company and Baker Bros Advisors LP in accordance with Articles L.225-38 and seq. of the French Commercial Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    35,807,985

       159,840    2,428,434


    6.

    The resolution approving the agreement relating to the subscription of pre-funded warrants issued by the Company signed on March 27, 2025 between the Company and Bpifrance Participations S.A. in accordance with Articles L.225-38 and seq. of the French Commercial Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    39,547,744

       159,141    2,366,763

     

    7.

    The resolution approving the Registration Right Agreement signed on March 27, 2025, in particular between the Company, Baker Bros Advisors and Bpifrance Participations S.A. in accordance with Articles L.225-38 and seq. of the French Commercial Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    24,968,088

       162,197    2,367,379

     

    8.

    The resolution renewing Mr. Michel de Rosen as director was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,010,831

       532,037    2,420,205

     

    9.

    The resolution renewing Mr. Timothy Morris, as director was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,043,876

       506,142    2,422,225

     

    10.

    The resolution renewing Mr. Daniel Soland, as director was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,044,728

       505,290    2,422,225

     

    11.

    The resolution approving the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation of corporate officers for the year ended December 31, 2024 was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,340,415

       186,758    2,445,070

     

    12.

    The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2024, to Mr. Michel de Rosen, Chairman of the Board of Directors, was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,266,590

       278,064    2,427,589

     

    13.

    The resolution approving the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2024, to Mr. Daniel Tassé, Chief Executive Officer:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,854,086

       691,688    2,426,469

     

    14.

    The resolution regarding the advisory opinion on the compensation of named executive officers other than the Chief Executive Officer was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,207,003

       282,832    2,482,408

     

    15.

    The resolution regarding the increase of the total remuneration (annual budget) allocated to Directors was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,072,090

       515,500    2,384,653


    16.

    The resolution approving the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2025, was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,843,792

       703,908    2,424,543

     

    17.

    The resolution approving the compensation policy for the Directors for the year ending December 31, 2025, was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,766,057

       774,596    2,431,590

     

    18.

    The resolution approving the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2025 was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,797,322

       758,681    2,416,240

     

    19.

    The resolution authorizing the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,437,738

       118,728    2,415,777

    Within the authority of the Extraordinary Shareholders’ Meeting:

     

    20.

    The resolution delegating to the Board of Directors for the company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,390,856

       156,568    2,424,819

     

    21.

    The resolution delegating authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares with preferential subscription rights was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,029,610

       514,146    2,428,487

     

    22.

    The resolution delegating authority to the Board of Directors to issue ordinary shares and/ or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without preferential subscription rights by means of a public offer excluding the offers set out in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, and/or as consideration for securities in the context of a public exchange offer was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,839,776

       647,623    2,484,844

     

    23.

    The resolution delegating authority to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without preferential subscription rights by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,833,708

       709,015    2,429,520


    24.

    The resolution delegating powers to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares, without preferential subscription rights in favor of one or more persons to be designated by the Board of Directors was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,834,573

       709,334    2,428,336

     

    25.

    The resolution delegating authority to the Board of Directors to issue ordinary shares, giving, as the case may be, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), without preferential subscription rights in favor of a category of persons satisfying determined characteristics was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,820,527

       717,949    2,433,767

     

    26.

    The resolution delegating authority to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, without preferential subscription rights in favor of a category of persons satisfying determined characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program” was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,832,793

       648,915    2,490,535

     

    27.

    The resolution delegating authority to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights, in the event of excess demand was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,886,029

       646,748    2,439,466

     

    28.

    The resolution delegating to the Board of Directors to increase the share capital by issuance of ordinary shares and/or securities giving access to the share capital within the limits set by the applicable legal and regulatory provisions on the date of the capital increase in consideration for contributions in kind of securities or securities giving access to the share capital was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,905,053

       565,763    2,501,427

     

    29.

    The resolution delegating authority to the Board of Directors to decide on any merger-absorption, spin-off or partial contribution of assets was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    39,014,624

       11,465,184    2,492,435

     

    30.

    The resolution delegating authority to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a group company), and/or securities giving access to ordinary shares (of the Company or of a group company), in the context of a merger, spin-off or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the twenty-ninth resolution was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,886,363

       597,701    2,488,179

     

    31.

    The resolution setting the overall limit on the maximum authorized amounts set under the resolutions twenty-second, twenty-third, twenty-fourth, twenty-fifth, twenty-sixth, twenty-eighth and thirtieth resolutions was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,433,613

       166,869    2,371,761


    32.

    The resolution delegating authority to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,424,555

       119,912   

    2,427,776

     

    33.

    The resolution delegating authority to the Board of Directors to increase the capital by the issue of ordinary shares and/or securities giving access to the share capital, without preferential subscription rights in favor of the members of a company savings plan pursuant to Articles L.3332-18 and seq. of the French Labor Code was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,239,678

       313,199    2,419,366

     

    34.

    The resolution delegating authority to the Board of Directors to issue warrants (BSA), subscription and/or acquisition of new and/or existing warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable warrants (BSAAR) without preferential subscription rights in favor of a category of persons was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,812,691

       725,354    2,434,198

     

    35.

    The resolution authorizing the Board of Directors to allocate for free existing and/or to be issued shares to employees and/or certain corporate officers of the company or related companies or economic interest groups was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,902,345

       655,960    2,413,938

     

    36.

    The resolution authorizing the Board of Directors to grant stock options to employees and/or certain officers of the Company or related companies or economic interest groups was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    49,901,843

       662,209    2,408,191

     

    37.

    The resolution ratifying the amendment to Article 11 of the bylaws was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,387,040

       111,872    2,473,331

     

    38.

    The resolution regarding amendment of Article 13 of the Company’s bylaw to set the age limit for the Chairman of the Board of Directors at 80 years was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    39,477,931

       207,226    13,287,086

    Within the authority of the Ordinary Shareholders’ Meeting:

     

    39.

    The resolution regarding powers to complete formalities was approved, based on the following votes:

     

    Voted For

      

    Voted Against

      

    Vote Withheld

    50,467,819

       103,074    2,401,350

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit No.   

    Description

    3.1    Amended and Restated By-laws (statuts) of DBV Technologies S.A. (English Translation)
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

     


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: June 11, 2025   DBV TECHNOLOGIES S.A.
        By:  

    /s/ Virginie Boucinha

        Name:   Virginie Boucinha
        Title:   Chief Financial Officer
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