Inventiva S.A.
7.40%
13,540,194
1756594
46124U107
Nov 16, 2025
Nov 19, 2025, 08:52 PM
Reporting Persons (5)
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 |
|---|---|---|---|---|---|
| Srinivas Akkaraju | Individual | 7.40% | 13,540,194 | 0 | 13,540,194 |
| Samsara BioCapital, L.P. | Partnership | 4.50% | 8,345,389 | 0 | 8,345,389 |
| Samsara BioCapital GP, LLC | Other | 4.50% | 8,345,389 | 0 | 8,345,389 |
| Samsara Opportunity Fund, L.P. | Partnership | 2.80% | 5,194,805 | 0 | 5,194,805 |
| Samsara Opportunity Fund GP, LLC | Other | 2.80% | 5,194,805 | 0 | 5,194,805 |
Disclosure Items (6)
Ordinary shares, nominal value (euro) 0.01 per share
Inventiva S.A.
50 rue de Dijon, Daix, I0, 21121
This Schedule 13D/A is being filed on behalf of Samsara BioCapital, L.P. ("Samsara LP"), Samsara BioCapital GP, LLC ("Samsara GP"), Samsara Opportunity Fund, L.P. ("Samsara Opportunity Fund"), Samsara Opportunity Fund GP, LLC ("Samsara Opportunity GP") and Dr. Srinivas Akkaraju ("Dr. Akkaraju"). Samsara LP, Samsara GP, Samsara Opportunity Fund, Samsara Opportunity GP and Dr. Akkaraju are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1. Each of the Reporting Persons expressly disclaims the existence of a "group" for purposes of this Schedule 13D/A.
The address of the principal business office of each of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.
The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of each of Samsara GP, which is the general partner of Samsara LP, and Samsara Opportunity GP, which is the general partner of Samsara Opportunity Fund.
During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were 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.
Each of Samsara LP, Samsara GP, Samsara Opportunity Fund and Samsara Opportunity GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.
Item 3 of the Statement is hereby amended and supplemented as follows: On November 17, 2025, Samsara Opportunity Fund purchased 5,194,805 American Depositary Shares, representing 5,194,805 Ordinary Shares, of the Issuer at a price of US $3.85 per American Depositary Share, from the underwriters of the Issuer's public offering (the "November 2025 Offering"). The aggregate purchase price for the American Depositary Shares acquired by Samsara Opportunity Fund in the November 2025 Offering was $20.0 million, which was funded by capital contributions from the general and limited partners of Samsara Opportunity Fund.
Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of Ordinary Shares and percentages of the outstanding Ordinary Shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 183,956,467 Ordinary Shares outstanding as of November 17, 2025 upon the closing of the November 2025 Offering, as reported in the prospectus supplement filed by the Issuer with the SEC on November 13, 2025. The Reporting Persons' ownership of the Issuer's securities consists of (i) 8,345,389 Ordinary Shares held by Samsara LP; (ii) 4,324,894 Pre-funded Warrants (exercisable for up to 4,324,894 Ordinary Shares) held directly by Samsara LP; (iii) 6,637,037 Performance Warrants (exercisable for up to 5,973,333 Ordinary Shares), held by Samsara LP; and (iv) 5,194,805 Ordinary Shares represented by American Depositary Shares held by Samsara Opportunity Fund. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. The Pre-funded Warrants contain a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Pre-funded Warrants to the extent that, following exercise, Samsara LP, together with its affiliates and other attribution parties, would own more than 4.99% of the outstanding Ordinary Shares. The exercise of the Performance Warrants is subject to the Issuer's release of topline data announcing that any key primary endpoint or key secondary endpoint of its NATiV3, with any dosage regime tested in the trial, have been met no later than June 15, 2027 (the "Triggering Milestone"). By virtue of the Beneficial Ownership Blockers and the Triggering Milestone, the Pre-funded Warrants and Performance Warrants are currently not exercisable and the Ordinary Shares issuable upon exercise of such warrants are not considered beneficially owned as of the date of this filing. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.
Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of Ordinary Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
Except as set forth below and elsewhere in this report, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the date of the filing of the Statement: On October 21, 2025, Samsara LP sold 24,747 Ordinary Shares in open market transactions at prices ranging from $3.26 to $3.33 per share (a weighted-average price of $3.27 per share). On October 22, 2025, Samsara LP sold 51,789 Ordinary Shares in open market transactions at prices ranging from $3.11 to $3.28 per share (a weighted-average price of $3.16 per share). On October 23, 2025, Samsara LP sold 61,048 Ordinary Shares in open market transactions at prices ranging from $2.99 to $3.15 per share (a weighted-average price of $3.06 per share). On October 29, 2025, Samsara LP exercised Pre-funded Warrants to purchase 321,031 Ordinary Shares at an exercise price of 0.01 Euro per share. The foregoing Ordinary Shares and Pre-funded Warrants were held by Samsara LP for the exclusive benefit of limited partners who had redeemed their respective interests in Samsara LP and in which neither Samsara GP nor Dr. Akkaraju had any economic interest.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
Not applicable.
Item 6 of the Statement is hereby amended and supplemented as follows: Lock-up Agreement Each of the Issuer's executive officers and directors, including Dr. Akkaraju, have agreed, with limited exceptions, for a period of 90 days after November 13, 2025, without the prior written consent of each of Leerink Partners LLC and Piper Sandler & Co., not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, including Ordinary Shares represented by American Depositary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares (including, without limitation, Ordinary Shares or American Depositary Shares or such other securities which may be deemed to be beneficially owned by such individual (excluding, in the case of Dr. Akkaraju, securities held by Samsara LP) in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or publicly disclose the intention to make any offer, sale pledge or disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Ordinary Shares or American Depositary Shares or such other securities. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of the lock-up agreement filed herewith as Exhibit 99.2 and incorporated by reference herein.
Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to Report of Foreign Private Issuer on Form 6-K filed by the Issuer on November 13, 2025 (File No. 1-39374)).