DBV Technologies S.A.
17.10%
23,489,663
1613780
23306J309
Mar 26, 2025
Mar 31, 2025, 07:35 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Baker Bros. Advisors LP | Investment Adviser | 17.10% | 23,489,663 | 23,489,663 | 0 |
| Baker Bros. Advisors (GP) LLC | Holding Company | 17.10% | 23,489,663 | 23,489,663 | 0 |
| Julian C. Baker | Individual | 17.10% | 23,489,663 | 23,489,663 | 0 |
| Felix J. Baker | Individual | 17.10% | 23,489,663 | 23,489,663 | 0 |
Disclosure Items (6)
Ordinary shares, nominal value 0.10 euro per share
DBV Technologies S.A.
107 AVENUE DE LA REPUBLIQUE, CHATILLON, I0, 92320
Item 3 of Schedule 13D is supplemented as follows: The disclosure in Item 4 below is incorporated herein by reference. The Reporting Persons may in the ordinary course of business hold securities in margin accounts maintained for the Funds with prime brokers, which extend margin credit as and when required, subject to applicable margin regulations, stock exchange rules and such firms' credit policies. Positions in securities may be pledged as collateral security for the repayment of debit balances in such accounts.
The disclosures in Item 4 are incorporated by reference herein. Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 8 are incorporated herein by reference. The percentage of beneficial ownership for each of the Reporting Persons reported herein is based on 136,948,872 Ordinary Shares that are expected to be outstanding upon the closing of the Offering, based on information obtained from the Issuer on March 27, 2025, plus 21,500 Ordinary Shares underlying 21,500 Warrants (as defined below). Based upon 102,847,501 Ordinary Shares outstanding as of November 30, 2024, as reported in a press release from the Issuer on December 2, 2024, plus 21,500 Ordinary Shares underlying the Warrants each of the Reporting Persons would be deemed to beneficially own 22.8%. Set forth below is the aggregate number of Ordinary Shares directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as Ordinary Shares that may be acquired upon exercise of Warrants (as defined below) and Pre-Funded Warrants (as defined below), subject to the limitations on exercise described herein. 667 is a direct holder of the securities of the Issuer disclosed in Exhibit 99.7 and such information is incorporated herein by reference. Life Sciences is a direct holder of the securities of the Issuer disclosed in Exhibit 99.7 and such information is incorporated herein by reference.
Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. 667 and Life Sciences hold, respectively, 1,383,352 and 11,732,979 pre-funded warrants to purchase Ordinary Shares at an any time at the option of the holder at an exercise price of EUR0.10, which expire on June 13, 2032 (the "2022 Pre-Funded Warrants" and, together with the First Pre-Funded Warrants and Second Pre-Funded Warrants, the "Pre-Funded Warrants"). The 2022 Pre-Funded Warrants are only exercisable to the extent that after giving effect or immediately prior to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or one of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Ordinary Shares (the "2022 Pre-Funded Warrant Beneficial Ownership Limitation"). A holder, upon notice to the Issuer, may increase or decrease the 2022 Pre-Funded Warrant Beneficial Ownership Limitation, provided that (a) to the extent required by law, in cases of the 2022 Pre-Funded Warrant Beneficial Ownership Limitation being increased above 9.99%, the Holder has obtained certain French regulatory approvals as described in the Terms and Conditions of the 2022 Pre-Funded Warrants and (b) the 2022 Pre-Funded Warrant Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares upon exercise of the 2022 Pre-Funded Warrants held by the holder. Any increase in the 2022 Pre-Funded Warrant Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. The foregoing description of the 2022 Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Terms and Conditions of the 2022 Pre-Funded Warrants, which is incorporated by reference as Exhibit 99.6 hereto and is incorporated herein by reference. The First Pre-Funded Warrants and Second Pre-Funded Warrants are subject to the limitations on exercise as described in Item 4 above. Michael Goller, a full-time employee of the Adviser serves on the Issuer's Board as a representative of the Funds. Michael Goller holds 7,500 warrants to purchase Ordinary Shares at an exercise price of EUR64.14 that are immediately exercisable and expire on December 15, 2025, 7,000 warrants to purchase Ordinary Shares at an exercise price of EUR69.75 that are immediately exercisable and expire on December 9, 2026, and 7,000 warrants to purchase Ordinary Shares at an exercise price of EUR37.24 that are immediately exercisable and expire on July 2, 2028 (collectively the "Warrants"). The Warrants are held directly by Michael Goller, a full-time employee of the Adviser. The right to purchase these Warrants was granted as part of Mr. Goller's service on the Board. Mr. Goller serves on the Board as a representative of the Funds. The policy of the Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation for serving as a director of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Warrants. Mr. Goller has neither voting nor dispositive power and has no direct pecuniary interest in the Warrants. If Mr. Goller leaves the Board, he will have 60 trading days during open window periods to exercise the Warrants. The policies of the Funds and the Adviser do not permit full-time employees or managing members of the Adviser GP to receive compensation for serving as a director of the Issuer, and the Funds are instead entitled to the pecuniary interest in any compensation received for Michael Goller's service on the Board. The Adviser has voting and investment power over the Warrants and Ordinary Shares received from the exercise of Warrants by Mr. Goller received as directors' compensation. The Adviser GP, and Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Warrants and Ordinary Shares received from the exercise of Warrants received by Mr. Goller as director's compensation. The Adviser GP is the sole general partner of the Adviser. Pursuant to management agreements, as amended, among the Adviser, the Funds, and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments.
(c) The information set forth in Item 4 is hereby incorporated by reference into this Item 5(c). Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC. Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
The disclosure in Item 4 is incorporated herein by reference. Registration Rights Agreement On March 27, 2025, in conjunction with the entry into the Securities Purchase Agreement, the Funds and certain other investors entered into a Registration Rights Agreement with the Issuer. Under the Registration Rights Agreement, no later than forty-five days after the closing date (the "Closing Date") of the transactions contemplated by the Securities Purchase Agreement (the "Filing Deadline"), the Issuer shall prepare and file with the Securities and Exchange Commission ("SEC") one registration statement (the "Registration Statement") covering the resale of the Ordinary Shares issuable upon exercise of First Pre-Funded Warrants and Second Pre-Funded Warrants, certain securities issued to other investors, and any other Ordinary Shares issued as a dividend or other distribution with respect to, in exchange for or in replacement of such shares, in each case that were sold pursuant to the Securities Purchase Agreement (collectively, the "Registrable Securities"), and to use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable. The Registration Rights Agreement requires the Issuer to take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Issuer, provided that if at such time the Registration Statement is on Form S-1, the Issuer shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. In the event (i) the Registration Statement has not been filed by the Filing Deadline, (ii) the Registration Statement has not been declared effective prior to the earlier of (A) 10 business days after the date which the Issuer is notified by the SEC that the Registration Statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff and (B) the 75th day after the Closing Date (or the 120th day if the SEC reviews such Registration Statement), or (iii) after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement for any reason (including by reason of a stop order or the Issuer's failure to update such registration statement), subject to certain limited exceptions, then the Issuer has agreed to make pro rata payments to the Funds, and other signatories to the Registration Rights Agreement, as liquidated damages in an amount equal to 1% of the aggregate amount paid by these signatories pursuant to the Securities Purchase Agreement per 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed or effective, as applicable, subject to certain caps and exclusions set forth in the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is incorporated by reference as Exhibit 99.5 hereto and is incorporated herein by reference.
Exhibit Description 99.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on March 31, 2025). 99.2 Terms and Conditions of the First Pre-Funded Warrants (incorporated by reference to Exhibit B to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on March 31, 2025). 99.3 Terms and Conditions of the BS Warrants (incorporated by reference to Exhibit C to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on March 31, 2025). 99.4 Terms and Conditions of the Second Pre-Funded Warrants (incorporated by reference to Exhibit D to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on March 31, 2025). 99.5 Registration Rights Agreement, by and among DBV Technologies S.A., 667, L.P., Baker Brothers Life Sciences, L.P., and certain others, dated as of March 27, 2025 (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on March 31, 2025). 99.6 Terms and Conditions of the 2022 Pre-Funded Warrants (incorporated by reference to Annex II to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on June 13, 2022). 99.7 Holdings of Securities of DBV Technologies S.A. by 667, L.P., and Baker Brothers Life Sciences, L.P.