SEC Form SC 13G filed by GENFIT S.A.

Securities and Exchange Commission

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Genfit S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.25 per share

(Title of Class of Securities)

372279109**

(CUSIP Number)

April 20, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨       Rule 13d-1(b)

x       Rule 13d-1(c)

¨       Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

**This CUSIP number applies to the American Depository Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “GNFT.” Each ADS represents one ordinary share. No CUSIP has been assigned to the ordinary shares.

The information required in 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).

Genfit S.A. (the “Issuer”)

Parc Eurasante, 885 Avenue Eugene Avinee, Loos, 59120 France 

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

4747 Executive Drive, Suite 210, San Diego, CA 92121

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

Ordinary Shares, nominal value €0.25 per share (the “Ordinary Shares”)

(a)       Amount Beneficially Owned:

Tang Capital Partners. Tang Capital Partners beneficially owns 2,643,147 of the Issuer’s Ordinary Shares, which consists of: (i) 1,428,489 of the Issuer’s Ordinary Shares and (ii) 1,214,658 of the Issuer’s ADSs, which each represent one Ordinary Share.

Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

Tang Capital Management. Tang Capital Management beneficially owns 2,643,147 of the Issuer’s Ordinary Shares, which consists of: (i) 1,428,489 of the Issuer’s Ordinary Shares and (ii) 1,214,658 of the Issuer’s ADSs, which each represent one Ordinary Share.

Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

Kevin Tang. Kevin Tang beneficially owns 2,643,147 shares of the Ordinary Shares, which consists of: (i) 1,428,489 of the Issuer’s Ordinary Shares and (ii) 1,214,658 of the Issuer’s ADSs, which each represent one Ordinary Share.

Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

The percentages used herein are based on 49,834,983 Ordinary Shares outstanding as of December 31, 2022, as set forth in the Issuer’s Annual Report filed on Form 20-F that was filed with the Securities and Exchange Commission on April 18, 2023.

(b)       Percent of Class:

(c)       Number of shares as to which such person has:

(i)       sole power to vote or to direct the vote:

(ii)      shared power to vote or to direct the vote:

(iii)      sole power to dispose or to direct the disposition of:

(iv)      shared power to dispose or to direct the disposition of:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Not applicable

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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