SEC Form SCHEDULE 13G 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 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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DBV Technologies S.A. (Name of Issuer) |
Ordinary shares, nominal value 0.10 euro per share (Title of Class of Securities) |
23306J309 (CUSIP Number) |
04/07/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 23306J309 |
| 1 | Names of Reporting Persons
SUVRETTA CAPITAL MANAGEMENT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,176,015.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Note in relation to Items 9 and 11: Includes (i) 210,221 Ordinary Shares (as defined below) and (ii) 14,965,794 Ordinary Shares issuable upon exercise of certain pre-funded warrants of the Issuer after giving effect to the Beneficial Ownership Limitation (as defined below). The warrants are subject to a blocker which prevents the holder from exercising the warrants to the extent that, upon such exercise, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitation"). Without giving effect to the Beneficial Ownership Limitation, such Reporting Person (as defined below) would beneficially own 56,822,964 Ordinary Shares, which represents (i) 210,221 Ordinary Shares, (ii) 20,586,452 Ordinary Shares issuable upon the exercise of the first pre-funded warrants and (iii) 36,026,291 Ordinary Shares issuable upon the exercise of the second pre-funded warrants, which warrants are issuable upon the exercise of certain warrants currently held by the Reporting Person.
Note in relation to Item 11: Based on 151,912,061 Ordinary Shares outstanding, which represents (i) 136,946,267 Ordinary Shares outstanding as of March 27, 2025, as indicated by the Issuer on March 27, 2025, plus (ii) 14,965,794 Ordinary Shares issuable upon exercise of the warrants after giving effect to the Beneficial Ownership Limitation.
SCHEDULE 13G
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| CUSIP No. | 23306J309 |
| 1 | Names of Reporting Persons
Aaron Cowen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,176,015.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: Note in relation to Items 9 and 11: Includes (i) 210,221 Ordinary Shares and (ii) 14,965,794 Ordinary Shares issuable upon exercise of certain pre-funded warrants of the Issuer after giving effect to the Beneficial Ownership Limitation. Without giving effect to the Beneficial Ownership Limitation, such Reporting Person would beneficially own 56,822,964 Ordinary Shares, which represents (i) 210,221 Ordinary Shares, (ii) 20,586,452 Ordinary Shares issuable upon the exercise of the first pre-funded warrants and (iii) 36,026,291 Ordinary Shares issuable upon the exercise of the second pre-funded warrants, which warrants are issuable upon the exercise of certain warrants currently held by the Reporting Person.
Note in relation to Item 11: Based on 151,912,061 Ordinary Shares outstanding, which represents (i) 136,946,267 Ordinary Shares outstanding as of March 27, 2025, as indicated by the Issuer on March 27, 2025, plus (ii) 14,965,794 Ordinary Shares issuable upon exercise of the warrants after giving effect to the Beneficial Ownership Limitation.
SCHEDULE 13G
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| CUSIP No. | 23306J309 |
| 1 | Names of Reporting Persons
Averill Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,385,351.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note in relation to Items 9 and 11: Includes (i) 185,520 Ordinary Shares and (ii) 13,199,831 Ordinary Shares issuable upon exercise of certain pre-funded warrants of the Issuer after giving effect to the Beneficial Ownership Limitation. Without giving effect to the Beneficial Ownership Limitation, such Reporting Person would beneficially own 50,177,963 Ordinary Shares, which represents (i) 185,520 Ordinary Shares, (ii) 18,157,252 Ordinary Shares issuable upon the exercise of the first pre-funded warrants and (iii) 31,775,191 Ordinary Shares issuable upon the exercise of the second pre-funded warrants, which warrants are issuable upon the exercise of certain warrants currently held by the Reporting Person.
Note in relation to Item 11: Based on 151,912,061 Ordinary Shares outstanding, which represents (i) 136,946,267 Ordinary Shares outstanding as of March 27, 2025, as indicated by the Issuer on March 27, 2025, plus (ii) 14,965,794 Ordinary Shares upon exercise of the warrants after giving effect to the Beneficial Ownership Limitation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DBV Technologies S.A. | |
| (b) | Address of issuer's principal executive offices:
107 avenue de la Republique, 92320 Chatillon, France, France | |
| Item 2. | ||
| (a) | Name of person filing:
The persons filing this Schedule 13G are Averill Master Fund, Ltd., a Cayman Islands exempted company ("Averill Master Fund"), Suvretta Capital Management, LLC, a Delaware limited liability company ("Suvretta Capital"), and Aaron Cowen ("Mr. Cowen") (collectively, the "Reporting Persons"). The agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached as Exhibit A hereto.
The CUSIP provided in this statement is the CUSIP for the American Depositary Shares ("ADS") of DBV Technologies S.A., a societe anonyme organized under the laws of the French Republic (the "Issuer"). Each ADS represents five ordinary shares, nominal value 0.10 euro per share ("Ordinary Shares"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal office of (i) Averill Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and (ii) each of Suvretta Capital and Mr. Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, New York, 10022. | |
| (c) | Citizenship:
Averill Master Fund is a Cayman Islands exempted company. Suvretta Capital is a Delaware limited liability company. Mr. Cowen is a United States citizen. | |
| (d) | Title of class of securities:
Ordinary shares, nominal value 0.10 euro per share | |
| (e) | CUSIP No.:
23306J309 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference herein.
Mr. Cowen is the control person and managing member of Suvretta Capital and may be deemed to control Averill Master Fund. Mr. Cowen disclaims beneficial ownership of all Ordinary Shares held by Averill Master Fund, other than, to the extent of any pecuniary interest therein. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any Ordinary Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference herein. The percentage set forth in Row 11 of each Reporting Person's cover page is based on 151,912,061 Ordinary Shares outstanding, which represents (i) 136,946,267 Ordinary Shares outstanding as of March 27, 2025, as indicated by the Issuer on March 27, 2025, plus (ii) 14,965,794 Ordinary Shares issuable upon exercise of the warrants after giving effect to the Beneficial Ownership Limitation.
Suvretta Capital Management, LLC - 9.9%
Aaron Cowen - 9.9%
Averill Master Fund, Ltd. - 8.81 | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference herein. | ||
| (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference herein. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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