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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

March 27, 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 1.01.

Entry into a Material Definitive Agreement

Private Placement and Securities Purchase Agreements

On March 27, 2025, DBV Technologies S.A. (the “Company”) entered into securities purchase agreements (together, the “Securities Purchase Agreements”) with the investors named therein (each an “Investor,” and together, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) the following securities:

(i) in a share capital increase without preferential subscription rights reserved to categories of persons satisfying determined characteristics pursuant to the 24th resolution of the general meeting of shareholders of May 16, 2024 (the “2024 General Meeting”) for an amount of approximately €38 million, (a) 34,090,004 new shares at a par value of €0.10 (the “New Shares”), each with warrants of the Company attached (the “ABSA Warrants”, and together with the New Shares, the “ABSA”) at a subscription price of €1.1136 per ABSA and (b) up to 59,657,507 additional new shares, if all the ABSA Warrants attached to the New Shares are exercised (the “ABSA Warrant Shares”), and

(ii) the issue through an offering reserved to categories of persons satisfying determined characteristics of 71,005,656 units (the “PFW-BS-PFW”) for an amount of circa €79 million at a subscription price of €1.1136 per PFW-BS-PFW (of which €1.1036 will have been prefunded on the issue date), each PFW-BS-PFW consisting of one pre-funded warrant to subscribe for one share of the Company (the “First PFW”) and one warrant (the “BS Warrants”) to subscribe to one pre-funded warrants (the “Second PFW”) allowing to issue up to 71,005,656 additional new shares if all the First PFWs are exercised (the “First PFW Shares”) and up to 124,259,898 additional new shares if all the Second PFWs are exercised (the “Second PFW Shares”, together with the ABSA Warrant Shares and the First PFW Shares, the “Warrant Shares”, and together with the New Shares, the “Offered Shares”).

The Company expects the gross proceeds of the Private Placement to be up to $306.9 million (€284.5 million), including gross proceeds of $125.5 million (€116.3 million) to be received upon closing and aggregate gross proceeds of up to $181.4 million (€168.3 million) if all the warrants are exercised, subject to satisfaction of specified conditions. The VITESSE Phase 3 study meeting its primary endpoint (as set forth in the ABSA Warrant and BS Warrant) will trigger an acceleration of the exercise period of the ABSA Warrant and BS Warrant. DBV expects that the proceeds of the Private Placement will be used for working capital and general corporate purposes, to finance the continued development of the Viaskin Peanut program, to finance the preparation and submission of a Biologics License Application (“BLA”), and to finance the readiness of a launch of Viaskin peanut in the US, if approved.

Subscription and exercise price

The ABSA and PFW-BS-PFW were issued by decision of the Company’s Chief Executive Officer dated March 27, 2025 under and within the scope of the sub-delegations of authority granted by the Company’s Board of Directors on March 27, 2025 and in accordance with the 24th resolution of the 2024 General Meeting. The representative appointed by Baker Bros. Advisors LP and the representative of BpiFrance Participations SA to the Company’s Board of Directors did not take part in the vote on the decisions at the meeting of the Board of Directors held on March 27, 2025.

The subscription price of the ABSA (the “ABSA Price”) was €1.1136 per ABSA (€0.10 par value and €1.0136 issue premium).


The exercise price per ABSA Warrant is equal to €1.5939, i.e. an amount corresponding to (i) the ABSA Price less the fixed price per warrant of €0.2028 multiplied by (ii) one point seventy-five (1.75) (the “ABSA Warrants Exercise Price”).

The price of a PFW-BS-PFW is equal to the ABSA Price and corresponds to the First Pre-Funded Price (as defined below) to be paid up on the date of issue of the PFW-BS-PFW and to the balance of the exercise price of the First PFWs equal to €0.01 to be paid up on the date of exercise of the First PFWs.

The exercise price per BS Warrants is equal to €1.5764, i.e. the ABSA Warrants Exercise Price less €0.0175, and corresponds to the Second Pre-Funded Price to be paid up on the date of issue of the Second PFWs.

The exercise price per Second PFW is equal to €0.0175 to be paid up on the date of exercise of the Second PFWs.

First PFWs and the Second PFWs

The main feature of the First PFWs and the Second PFWs is that their aggregate price, i.e. €1.1136 and €1.5939 respectively, is prefunded in the amount of €1.1036 (the “First Pre-Funded Price”) and €1.5764 (the “Second Pre-Funded Price”, and each of the First Pre-Funded Price and Second Pre-Funded Price, a “Pre-Funded Price”) respectively (i.e. the relevant exercise price less (i) €0.01 for each First PFW or (ii) €0.0175 for each Second PFW) on their date of issue (at the time of subscription) and not on their date of exercise. Payment of a Pre-Funded Price is final and irrevocable.

The First PFWs and Second PFWs are exercisable in cash from their date of issue until April 7, 2035.

The exercise of (i) one (1) First PFW will give the right to subscribe to one (1) First PFW Share (the “First PFW Exercise Ratio”) and (ii) one (1) Second PFWs will give the right to subscribe to one point seventy five (1.75) Second PFW Shares (the “Second PFW Exercise Ratio”), in each case at an aggregate price of €1.1136 and €1.5939 per warrant respectively, it being specified that (i) as the exercise prices have been prefunded on the respective dates of issue of the First PFWs and the Second PFWs up to the relevant Pre-Funded Price, only the balance (corresponding to an amount equal to (a) €0.01 per First PFWs and (b) €0.0175 per Second PFW) will have to be paid up on the date on which the First PFWs and the Second PFWs are exercised, and (ii) the First PFW Exercise Ratio and the Second PFW Exercise Ratio may be adjusted following any transactions carried out by the Company involving its share capital or reserves in order to maintain the rights of the holders of the First PFWs and the Second PFWs, in accordance with applicable regulations.

No fractional shares shall be issuable upon the exercise of First PFWs and Second PFWs, provided that the number of shares to be delivered in respect of any exercise of one or more First PFWs or Second PFWs pursuant to any exercise notice shall be rounded down to the nearest whole multiple of one share.

ABSA Warrants

The ABSA Warrants will be detached from the New Shares as soon as they are issued.


The ABSA Warrants will entitle their holders, at their discretion, to subscribe for new shares of the Company. The ABSA Warrants will be exercisable from their respective date of issue until the earlier of (i) April 7, 2027 and (ii) 30 days following the publication by the Company of a press release announcing that the ongoing VITESSE trial of Viaskin peanut in 4-7 years old met the primary endpoint defined in the VITESSE study protocol, it being specified that (i) the primary measure of treatment effect will be the difference in response rates at Month 12 between active and placebo treatment groups, (ii) the primary analysis will be based on a 2-sided confidence interval (“CI”) for the difference in response rates and (iii) the primary analysis must be positive according to the success criterion (lower bound of the 2-sided 95% CI of the difference in response rates ≥ 15%) (the “ABSA Warrant Exercise Period”). The exercise of one (1) ABSA Warrant will give the right to subscribe to one point seventy-five (1.75) ABSA Warrant Shares at a price of €1.5939 per ABSA Warrant.

No fractional shares shall be issuable upon the exercise of ABSA Warrants, provided that the number of shares to be delivered in respect of any exercise of one or more ABSA Warrants pursuant to any exercise notice shall be rounded down to the nearest whole multiple of one share.

BS Warrants

The BS Warrants will be detached from the First PFW as soon as they are issued.

The BS Warrants will entitle their holders, at their discretion, to subscribe for the Second PFW. The BS Warrants will have the same exercise period as the ABSA Warrants. The exercise of a BS Warrant will entitle their holders to subscribe to one (1) Second PFW allowing to subscribe to one point seventy five (1.75) Second PFW Shares. The exercise price per BS Warrant is equal to €1.5764 and corresponds to the Second Pre-Funded Price to be paid up on the date of issue of the Second PFW.

Governance Rights

Pursuant to rights granted under Section 5.1(c) of the Securities Purchase Agreements, the Company has undertaken, subject to settlement of the ABSA and the PFW-BS-PFW to propose the appointment of Christiana Bardon, M.D., MBA, Managing Partner, MPM BioImpact as member of the Board of Directors at the next shareholders’ general meeting of the Company.

The closing of the Offering is expected to occur on or around April 7, 2025, subject to customary closing conditions.


The securities sold in this Offering are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Concurrently with the execution of the subscription agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the New Shares, the ABSA Warrant Shares, the First PFW Shares and the Second PFW Shares.

The foregoing descriptions of the Securities Purchase Agreements, New Shares, the ABSA Warrant, the BS Warrant, the First PFW and the Second PFW do not purport to be complete and are qualified in their entirety by reference to the form of Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto, and incorporated by reference herein.

Registration Rights Agreement

On March 27, 2025, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register the New Shares, the ABSA Warrant Shares, the First PFW Shares and the Second PFW Shares for resale (together, the “Registrable Securities”). Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the Registrable Securities by no later than 45 days after the Closing Date (the “Filing Deadline”) and to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable, but no later than the 75th day after the Closing Date (or the 120th day if the U.S. Securities and Exchange Commission (the “SEC”) reviews such registration statement) (the “Effectiveness Deadline”). The Company also agreed to use commercially reasonable efforts to keep such registration statement effective until the date the Registrable Securities covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed to pay all reasonable fees and expenses incurred in connection with the registration of the Registrable Securities.

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 Company 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 Effectiveness Deadline, 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 Company’s failure to update such registration statement), subject to certain limited exceptions, then the Company has agreed to make pro rata payments to the Investor as liquidated damages in an amount equal to 1% of the aggregate amount paid by the Investors pursuant to the Securities Purchase Agreements 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 set forth in the Registration Rights Agreement.

The Company has granted the Investors customary indemnification rights in connection with the registration statement. The Investors have also granted the Company customary indemnification rights in connection with the registration statement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.


Item 3.02.

Unregistered Sales of Equity Securities

The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. None of the New Shares, the ABSA Warrants, the ABSA Warrant Shares, the First PFWs, the First PFW Shares, the BS Warrants, the Second PFWs, and the Second PFW Shares are registered under the Securities Act or any state securities laws. The Company has relied on the exemption from the registration requirements under Regulation D of the Securities Act. In connection with the Investors’ execution of the Securities Purchase Agreement, each Investor represented to the Company that it is an “accredited investor” as defined in Regulation D of the Securities Act, who is either (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or (ii) an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D, and that the securities purchased by it were acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy Ordinary Shares or other securities of the Company.

 

Item 7.01.

Regulation FD Disclosure.

On March 27, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

No.

   Description
 4.1    Terms and Conditions of the ABSA Warrant (incorporated by reference to Exhibit A of the Form of Securities Purchase Agreement filed as Exhibit 10.1 hereto)
 4.2    Terms and Conditions of the First Pre-Funded Warrant (incorporated by reference to Exhibit B of the Form of Securities Purchase Agreement filed as Exhibit 10.1 hereto)
 4.3    Terms and Conditions of the BS Warrant (incorporated by reference to Exhibit C of the Form of Securities Purchase Agreement filed as Exhibit 10.1 hereto)
 4.4    Terms and Conditions of the Second Pre-Funded Warrant (incorporated by reference to Exhibit D of the Form of Securities Purchase Agreement filed as Exhibit 10.1 hereto)
10.1*    Form of Securities Purchase Agreement
10.2    Registration Rights Agreement, dated March 27, 2025, by and between DBV Technologies S.A. and the investor parties thereto
99.1    Press Release issued March 27, 2025
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

*

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.


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: March 31, 2025     DBV TECHNOLOGIES S.A.
    By:  

/s/ Virginie Boucinha

    Name:   Virginie Boucinha
    Title:   Chief Financial Officer

Exhibit 10.1

 

 

SECURITIES PURCHASE AGREEMENT

 

 

DBV TECHNOLOGIES S.A.

107 avenue de la République

92320 Chatillon

France

The undersigned, [acting in the name and on behalf of the investment funds it represents or advises listed hereafter,] (the “Subscriber”) hereby confirms its agreement with you as follows:

 

1.

This securities purchase agreement (the “Agreement”) is made as of the date set forth below between DBV Technologies S.A., a société anonyme organized under the laws of the French Republic, with a share capital of €10,285,626.30 consisting of 102,856,263 shares of €0.10 nominal value each and a registered office at 107 avenue de la République, 92320 Chatillon, France, registered with the Commerce and Companies Registry (Registre du commerce et des sociétés) of Nanterre under the number 441 772 522, the ordinary shares of which are listed on the regulated market of Euronext Paris (“Euronext”) – ISIN FR0010417345 and on the Nasdaq Capital Market (“Nasdaq”) in the form of American Depositary Shares (the “Company”), and the Subscriber.

 

2.

Pursuant to the 24th resolution adopted by the combined general meeting of shareholders on May 16, 2024, the decisions adopted by the Company’s board of directors dated March 27, 2025 and the decisions of the Chief Executive Officer (Directeur Général) dated March 27, 2025, the Company has decided to issue, without shareholders’ preferential subscription rights, to a specific category of beneficiaries, 34,090,004 shares with warrants attached (the “ABSAs”) and 71,005,656 pre-funded warrants to purchase up to 71,005,656 shares with warrants attached (the “PFW-BS-PFWs”).

Each ABSA consists of (i) one (1) ordinary share (each, a “New Share” and collectively, the “New Shares”) to which are attached (ii) one (1) warrant to subscribe initially one point seventy five (1.75) ordinary shares, at an exercise price of €0.01 per ABSA Warrant Share (as defined below) (the “Exercise Price”), including an issuance premium of €1.0136 (each, a “ABSA Warrant”), for a subscription price of €1.1136 per ABSA (the “Subscription Price”).

Each PFW-BS-PFW consists of (i) one (1) pre-funded warrant (each a “First Pre-Funded Warrant” and collectively, the “First Pre-Funded Warrants”) to subscribe initially for one (1) ordinary share and (ii) one warrant (each, a “BS Warrant”) to subscribe for one (1) pre-funded warrant (a “Second Pre-Funded Warrant”) allowing to subscribe initially for one point seventy five (1.75) ordinary shares per Second Pre-Funded Warrant, at the Exercise Price less €0.01 per First Pre-Funded Warrant, for a subscription price of €1.1036 per PFW-BS-PFW (the “Pre-Funded Subscription Price”).

 

1


The ordinary shares issued upon exercise of the ABSA Warrants are referred to, collectively, as the “ABSA Warrant Shares”.

The terms and conditions of the ABSA Warrants (the “Terms and Conditions of the ABSA Warrants”) are attached hereto as Exhibit A.

[The terms and conditions of the First Pre-Funded Warrants (the “Terms and Conditions of the First Pre-Funded Warrants”) are attached hereto as Exhibit B.

The terms and conditions of the BS Warrants (the “Terms and Conditions of the BS Warrants”) are attached hereto as Exhibit C.

The terms and conditions of the Second Pre-Funded Warrants (the “Terms and Conditions of the Second Pre-Funded Warrants”) are attached hereto as Exhibit D.]

The issuance of the New Shares will result in an immediate capital increase of €37,962,628.45 (divided into a nominal amount of €3,409,000.40 and a total issuance premium of €34,553,628.05) [and the issuance of the PFW-BS-PFWs will result in gross proceeds of €78,361,841.96], to be subscribed for by the Subscriber and the Other Subscribers (as defined in the Terms and Conditions for Subscription of [ABSAs]/[PFW-BS-PFWs], attached hereto as Annex I-A). The Company shall receive an aggregate amount equal to €116,324,470.41 representing (i) the aggregate Subscription Price for the ABSAs and (ii) the aggregate Pre-Funded Subscription Price for the PFW-BS-PFWs, from the Subscribers (as defined in the Terms and Conditions for Subscription of [ABSAs]/[PFW-BS-PFWs], attached hereto as Annex I-A).

 

3.

The New Shares, [the First Pre-Funded Warrants, the BS Warrants, the Second Pre-Funded Warrants, the new ordinary shares issuable upon exercise of the First Pre-Funded Warrants (collectively, the “First PFW Shares”), the new ordinary shares issuable upon exercise of the Second Pre-Funded Warrants (collectively, the “Second PFW Shares”)], the ABSA Warrants, and the ABSA Warrant Shares collectively are referred to herein as the “Securities”.

 

4.

The Company and the Subscriber agree that the Subscriber will subscribe for a number of [ABSAs]/[PFW-BS-PFWs] set forth below from the Company and, in turn, upon receipt of the aggregate amount set forth above, on the Closing Date (as defined in Annex I-A), the Company will issue such [ABSAs]/[PFW-BS-PFWs] to the Subscriber. The [ABSAs]/[PFW-BS-PFWs] shall be subscribed for pursuant to, and the manner of settlement shall be as set forth in, the Terms and

 

2


  Conditions for Subscription of [ABSAs]/[PFW-BS-PFWs] attached hereto as Annex I-A and incorporated herein by reference as if fully set forth herein. It is specified that this Agreement comprises (i) the Terms and Conditions for Subscription of [ABSAs]/[PFW-BS-PFWs] attached hereto as Annex I-A, (ii) the Terms and Conditions of the ABSA Warrants attached hereto as Exhibit A[, (iii) the Terms and Conditions of the First Pre-Funded Warrants attached hereto as Exhibit B, (iv) the Terms and Conditions of the BS Warrants attached hereto as Exhibit C and (v) the Terms and Conditions of the Second Pre-Funded Warrants attached hereto as Exhibit D].

 

5.

Annex I-C to this Agreement sets forth the number of ABSAs or PFW-BS-PFWs, as applicable, to be acquired by the Subscriber and each Other Subscriber as of the Closing Date.

 

3


6.

The Company and the Subscriber agree that the Subscriber will subscribe, and the Company will issue to the Subscriber, the [ABSAs]/[PFW-BS-PFWs] as follows:

Number of [ABSAs]/[PFW-BS-PFWs] (please hand-write the following below: “good for commitment to subscribe for [(insert number of [ABSAs]/[PFW-BS-PFWs] subscribed in letters) (insert number of [ABSAs]/[PFW-BS-PFWs] subscribed in numbers)] [ABSAs]/[PFW-BS-PFWs].”) :

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

______________________

Subscription Price per ABSA [/ Pre-Funded Subscription Price per PFW-BS-PFWs] (including premium)1: €_______________________

Aggregate Subscription Price (including premium) to be paid by the Subscriber (the “Subscriber Aggregated Subscription Price”):

€________________________________________________________________________________________________

____________________

 

 

1 

Which shall include, for the avoidance of doubt, €0.2028 (corresponding to USD 0.21875) per Warrant in order to comply with Nasdaq rules.

 

4


The Subscriber Aggregated Subscription Price will be paid in euros to the Company’s account opened in the books of Société Générale Securities Services (copied below) as set forth in Section 3.3 of Annex I-A.

[***]

 

 

5


We acknowledge that we received a copy of this Agreement, including the Annexes and Exhibits hereto.

Please confirm that the foregoing correctly sets forth the agreement between the Company and the Subscriber by signing in the space provided below for that purpose.

Dated as of: _______________, 2025

________________________________

SUBSCRIBER

By:

Print Name:

Title:

Address:

Please insert the following in case of execution of the Agreement by a management company on behalf of investment funds

Name(s) of the investment funds represented by the Subscriber and number of [ABSAs]/[PFW-BS-PFWs] subscribed by each of them:

 

 

   for   

 

[ABSAs]/[PFW-BS-PFWs]      

 

   for   

 

[ABSAs]/[PFW-BS-PFWs]      

 

   for   

 

[ABSAs]/[PFW-BS-PFWs]      

 

   for   

 

[ABSAs]/[PFW-BS-PFWs]      

 

6


Annexes and Exhibits:

 

   

Annex I-A:  Terms and Conditions for the Subscription of the [ABSAs]/[PFW-BS-PFWs]

 

   

Annex I-B: Representations and Warranties of the Company

 

   

Annex I-C: Number of ABSAs or PFW-BS-PFWs, as applicable, to be acquired by the Subscribers

 

   

Exhibit A  Terms and Conditions of the ABSA Warrants

 

   

[Exhibit B  Terms and Conditions of the First Pre-Funded Warrants

 

   

Exhibit C  Terms and Conditions of the BS Warrants

 

   

Exhibit D   Terms and Conditions of the Second Pre-Funded Warrants]

 

   

Exhibit E   Form of Notice

 

   

Exhibit F   Registration Rights Agreement

 

   

Exhibit G   Subscriber Questionnaire

 

7


[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]

 

 

8


We acknowledge that we received a copy of this Agreement, including the Annexes and Exhibits hereto.

Please confirm that the foregoing correctly sets forth the agreement between the Company and the Subscriber by signing in the space provided below for that purpose.

Dated as of:       

SUBSCRIBER

By:      

Print Name:      

Title:      

Address:      


Agreed and accepted ____________________, 2025:

DBV TECHNOLOGIES S.A.

 

By:  

      

Name:  

     

Title:  

     

 


ANNEX I-A

TERMS AND CONDITIONS FOR SUBSCRIPTION OF THE [ABSAS]/[PFW-BS-PFWS]

 

1.

Authorization and Issue of the [ABSAs]/[PFW-BS-PFWs]

Subject to the terms and conditions of this Agreement, the Company has duly authorized the issue of [(i)] 34,090,004 ABSAs, each consisting of one (1) New Share and one (1) ABSA Warrant attached [and (ii) 71,005,656 PFW-BS-PFWs each consisting of one (1) First Pre-Funded Warrant and one (1) BS Warrant attached to purchase one (1) Second Pre-Funded Warrant] ([together,] the “Transaction”). Each ABSA Warrant shall entitle the Subscriber to subscribe to one point seventy five (1.75) ordinary shares.

[Subject to the Terms and Conditions of the First Pre-Funded Warrants, each First Pre-Funded Warrants shall entitle the Subscriber to subscribe for one (1) new ordinary share of the Company.]

[Subject to the Terms and Conditions of the Second Pre-Funded Warrants, each Second Pre-Funded Warrant shall entitle the Subscriber to subscribe for one point seventy five (1.75) new ordinary shares of the Company.]

 

2.

Agreement to Issue and Subscribe for the [ABSAs]/[PFW-BS-PFWs] – Placements Agents

 

2.1

The [ABSAs]/[PFW-BS-PFWs] are being or will be offered to a limited number of investors who have represented that they belong to the group of specified categories of investors under the provisions of Article L.225-138 of the French Commercial Code and that they are “accredited investors” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), who are either (i) “qualified institutional buyers” within the meaning of Rule 144A (“Rule 144A”) under the Securities Act or (ii) institutional “accredited investors” within the meaning of Rule 501(a) under the Securities Act, in each case pursuant to the exemption from registration under Regulation D of the Securities Act, and, if the investors are located in the European Union (including in France), that they qualify as “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended.

 

 

I-A-1


2.2

At the Closing Date (as defined below), the Company will issue and sell to the Subscriber, and the Subscriber will subscribe, upon the terms and conditions set forth herein and in consideration for the payment of the Subscriber Aggregated Subscription Price therefor set forth in the Agreement, to the number of [ABSAs]/[PFW-BS-PFWs] set forth in the signature page of this Agreement to which these Terms and Conditions for Subscription of [ABSAs]/[PFW-BS-PFWs] are attached as Annex I-A, in consideration for the payment of the Subscriber Aggregated Subscription Price therefor set forth in the Agreement.

 

2.3

The Subscriber acknowledges that the Company intends to pay LifeSci Capital LLC and Van Lanschot Kempen N.V. (the “Placement Agents”) a fee in connection with the Transaction, pursuant to the engagement letters entered into by the Company with each Placement Agent. Furthermore, the Subscriber acknowledges that Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Advisor”) is acting as a financial advisor to the Company in connection with the Transaction and will receive a fee in connection with services provided by it pursuant to an engagement letter with the Company.

 

2.4

All representations and warranties, covenants and agreements made or given by the Company to the Subscriber herein, and specifically as made or given in this Annex I-A, are also irrevocably made and given for the benefit of the Placement Agents and the Advisor, and the Placement Agents and the Advisor are entitled to rely on the same in connection with the Transaction.

 

2.5

The Company will enter into this same form of securities purchase agreement with the same economic terms and obligations with other investors (the “Other Subscribers”) in connection with the Transaction and will complete the issuance of ABSAs [and PFW-BS-PFWs] to such Other Subscribers on the terms set forth herein (the “Other Agreements”). No Other Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the issuance of ABSAs [and PFW-BS-PFWs]) shall have been amended, modified or waived in any manner related to the economic terms and conditions that benefits any Other Subscriber unless the Subscriber shall have been offered in writing the same economic benefits (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons). The Subscriber and the Other Subscribers are hereinafter sometimes collectively referred to as the “Subscribers”.

 

3.

Closings and Delivery of the [ABSAs]/[PFW-BS-PFWs] and Funds

 

3.1

Closing

The time and date of closing shall be no later than 9:00 a.m. (Paris time), on April 7, 2025, on the date that is six (6) Business Days following the date of this Agreement, or such later date after such date (the “Closing Date”) as agreed by the Company and the Subscriber. For purposes of this Agreement, the term “Business Day” shall mean a weekday on which banks are open for general banking business in the United States and France.

 

 

I-A-2


The Company has appointed Société Générale Securities Services as “banque centralisatrice” and “dépositaire” (the “Centralizing Bank”) to receive the subscriptions and payment of the Subscriber Aggregated Subscription Price and the Subscription Price [/and Pre-Funded Subscription Price] for the [ABSAs]/[and PFW-BS-PFWs] being subscribed by the Other Subscribers in accordance with Section 3.3 below.

 

3.2

Conditions to Closing

 

  (a)

Conditions to the Company’s Obligations

At the Closing Date, the Company’s obligation to issue the [ABSAs]/[PFW-BS-PFWs] to each Subscriber will be subject to: (i) the receipt by the Centralizing Bank of the documentation necessary for the “know your customer” process, if necessary, (ii) the receipt in a dedicated augmentation de capital bank account opened at the Centralizing Bank, the details of which are set forth in the signature page of this Agreement of the aggregate amount equal to the Subscriber Aggregated Subscription Price and of the Subscription Price for the ABSAs [and the Pre-Funded Subscription Price for the PFW-BS-PFWs] being subscribed for by the Other Subscribers in an aggregate amount equal to €116,324,470.41 and (iii) the accuracy of the representations and warranties made by such Subscriber in Section 4 and the fulfillment of those undertakings of such Subscriber to be fulfilled prior to the Closing Date.

 

  (b)

Conditions to Each Subscriber’s Obligations

At the Closing Date, the Subscriber’s obligation to subscribe for the [ABSAs]/[PFW-BS-PFWs] will be subject to (i) the receipt of a certified copy of (x) the minutes of the resolutions of the general meeting of shareholders held on May 16, 2024 approving the issuance of the [ABSAs]/[PFW-BS-PFWs] and (y) the decisions of the board of directors dated March 27, 2025, authorizing the issuance of the [ABSAs]/[PFW-BS-PFWs], the decisions of the Chief Executive Officer (Directeur Général) dated March 27, 2025 and the entry into this Agreement between the Company and the Subscribers, (ii) the accuracy of the representations and warranties of the Company contained in Section 5 below as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be accurate as of such specified date), (iii) delivery of the legal

 

 

I-A-3


opinion of Cooley LLP, U.S. counsel to the Company, to the Subscriber that the issuance and sale of the [ABSAs]/[PFW-BS-PFWs] are exempt from the registration requirements of Section 5 of the Securities Act, (iv) the fulfillment of the undertakings of the Company to be fulfilled on or prior to the Closing Date, and (v) execution and delivery of the registration rights agreement, dated as of the date hereof, by and among the Company and the Subscribers, in substantially the form set forth on Exhibit [F] (the “Registration Rights Agreement”).

These conditions are to the benefit of the Subscribers which may decide to waive one or more of them, except for the conditions under paragraph 3.2(b)(iii) above, with the consent of the Subscribers representing more than 50% of the aggregate of all ABSAs [and PFW-BS-PFWs] to be subscribed (the “Waiver”), assessed based on the then outstanding obligation of each Subscriber regarding the subscription of ABSAs [and PFW-BS-PFWs]. The Waiver shall be notified by such Subscribers to the Company at the latest one (1) Business Day prior to the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Waiver in accordance with Section 8.

In the event that the Company has not received an aggregate amount equal to €116,324,470.41 at the Closing Date, representing (i) the Subscriber Aggregated Subscription Price and (ii) the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BS-PFWs, from the Other Subscribers, the Subscriber Aggregated Subscription Price shall be returned to the Subscriber within four (4) Business Days following the Closing Date and the Subscriber will have the right to terminate the Agreement, unless otherwise agreed by the Subscribers representing more than 50% of the aggregate of all ABSAs and PFW-BS-PFWs to be subscribed (excluding the ABSAs and PFW-BS-PFWs for which the Subscription Price or Pre-Funded Subscription Price has not been received in accordance with this paragraph) (the “Majority Decision”). The Majority Decision shall be notified by such Subscribers to the Company at the latest on the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Majority Decision in accordance with Section 8.

 

  (c)

Conditions to Either Party’s Performance

The Company’s and each Subscriber’s obligation to issue and subscribe for the ABSAs [and the PFW-BS-PFWs] will be subject to the following condition precedent: no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the subscription or issue of the ABSAs, the New Shares, [the PFW-BS-PFWs, the First PFW Shares, the Second PFW Shares] or the ABSA Warrant Shares.

 

 

I-A-4


3.3

Delivery of the funds

No later than four (4) Business Days at 5:00 p.m. (Paris time) following date on which this Agreement is executed, each Subscriber shall wire transfer in Euros the Subscriber Aggregated Subscription Price, with value date on the Closing Date, to the “augmentation de capital” bank account opened in the books of the Centralizing Agent in the name of the Company, the details of which are set forth in the signature page of this Agreement, and shall notify (email being sufficient) the Company and the Centralizing Bank of (i) the account from which the Subscriber Aggregated Subscription Price will be wired to the account of the Company opened in the books of the Centralizing Bank, and (ii) the account opened in the name of the Subscriber and to which the [New Shares]/[ First Pre-Funded Warrants], the ABSA Warrants [and the BS Warrants] will be credited by the Centralizing Bank, including providing Euroclear instructions as appropriate. Such notification shall be effected using the Form of Notice set forth in Exhibit [E] hereto.

Prior to the Closing Date, the Company shall have furnished to the Subscribers such other further information, certificates and documents as the Subscribers may reasonably request for the purposes of subscribing for the [ABSAs]/[PFW-BS-PFWs]. Prior to the Closing Date, the Subscribers shall have furnished to the Company such other further information, certificates and documents as the Company may reasonably request for the purposes of issuing the [ABSAs]/[PFW-BS-PFWs].

By executing this Agreement, the Subscriber irrevocably instructs the Centralizing Bank to accept delivery of, the subscription monies from its settlement account to the “augmentation de capital” bank account opened at the Centralizing Bank in its books in the name of the Company upon notice from the Company to the Centralizing Bank, with a copy to the Subscriber, that (i) the conditions to the closing of the Transaction have been satisfied or waived and (ii) the entire aggregate subscription price for all the Other Subscribers have been received by the Centralizing Bank.

 

3.4

Delivery of [ABSAs]/[PFW-BS-PFWs]

On the Closing Date, subject to and upon receipt of the aggregate subscription amounts for the ABSAs [and PFW-BS-PFWs] from each Subscriber and the receipt by the Company of the depositary certificate (certificat du dépositaire des fonds) in accordance with Article L. 225-146 of the French Commercial Code from the Centralizing Bank confirming receipt of payment of the aggregate amount of the subscription monies for the New Shares subscribed by such Subscribers, the ABSAs [and the PFW-BS-PFWs] will be created and delivered to the account specified by each Subscriber pursuant to the Form of Notice set forth in Exhibit E hereto.

 

 

I-A-5


On the Closing Date, the Company shall register, or cause to be registered by the Centralizing Bank, under the name of the Subscriber in bearer form (au porteur), the number of New Shares [, First Pre-Funded Warrants], ABSA Warrants [and BS Warrants] subscribed by the Subscriber.

 

4.

Representations, Warranties and Covenants of the Subscriber

 

4.1

The Subscriber represents and warrants to, and covenants with, the Company, each Placement Agent and the Advisor that:

 

  (a)

The Subscriber:

 

  (i)

is either, as provided by the 24th resolution adopted by the combined general meeting of shareholders of the Company of May 16, 2024, a (i) natural person or legal entity, including company, trust, investment fund or other investment vehicle, regardless of its form, under French or foreign law, investing on a regular basis in the pharmaceutical, biotechnological or medical technology sectors, and/or (ii) French or foreign company, institution or entity of any form, carrying out a significant portion of its business in the pharmaceutical, chemical, medical devices or technology sectors or conducting research in these areas; and/or (iii) French or foreign investment service provider, or any foreign establishment with equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i) and/or (ii) above or in connection with the implementation of an equity or bond financing line and, in this context, to subscribe for the securities issued; and

 

  (ii)

is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act, who is either (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or (ii) an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, and has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Exhibit [G], which the Subscriber represents and warrants is true, correct and complete; and

 

  (iii)

if the Subscriber is located in the European Union (including in France), is a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended;

 

 

I-A-6


  (b)

The Subscriber is knowledgeable, sophisticated and experienced in financial, business and international investment matters as to be capable of evaluating the merits and risks of purchasing the [ABSAs]/[PFW-BS-PFWs] and the Subscriber is experienced in investing in securities of this nature. The Subscriber has relied on its own independent examination and due diligence of the Company and its subsidiaries, the terms of the Transaction, the representations, warranties and covenants of the Company as disclosed below in Section 5, and the merits and risks involved. The Subscriber has: (i) made its own assessment, to its satisfaction, concerning legal, regulatory, tax, business and financial considerations in connection with the Transaction, (ii) had access to all publicly available information concerning the Company and its subsidiaries that it considers necessary or appropriate and sufficient in making an investment decision, (iii) reviewed such information as it believes are necessary or appropriate in connection with its purchase of the [ABSAs]/[PFW-BS-PFWs] and (iv) made its investment decision based solely upon its own judgement, due diligence and analysis, and the representations, warranties and covenants of the Company.

 

  (c)

The Subscriber is acquiring its number of [ABSAs]/[PFW-BS-PFWs] set forth in the signature page of this Agreement for its own account for investment only and with no present intention of distributing any of such [ABSAs]/[PFW-BS-PFWs], or any arrangement or understanding with any other persons regarding the distribution of such [ABSAs]/[PFW-BS-PFWs]; provided however, that the Subscriber does not agree, or make any representation or warranty, to hold the [ABSAs]/[PFW-BS-PFWs], for any minimum or other specified term.

 

  (d)

The Subscriber will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the [ABSAs]/[PFW-BS-PFWs], except in compliance with the laws of France regarding the offering of securities, Regulation (EU) No 596/2014 of 16 April 2014 on market abuse, the Securities Act, and applicable state securities laws and the respective rules and regulations promulgated thereunder.

 

 

I-A-7


  (e)

The Subscriber’s information on the signature page hereto may be used in connection with the admission to trading and listing of the New Shares on Euronext and with the registration of the Securities under the Securities Act pursuant to the Registration Rights Agreement and the information thereon is true and correct as of the date hereof and will be true and correct as of the Closing Date.

 

  (f)

The Subscriber will notify the Company promptly if any of the representations, warranties or undertakings set forth in Section 4.1(a) through (e) become no longer true until the Closing Date.

 

  (g)

The Subscriber has, in connection with its decision to purchase the number of [ABSAs]/[PFW-BS-PFWs] set forth in the signature page of this Agreement, relied only upon (i) information made available by the Company or its affiliates, directors, officers, employees, financial advisors, and agents (collectively, its “Representatives”) to the Subscriber, including without limitation, the representations and warranties contained in Annex I-B attached hereto, (ii) the universal registration document (document d’enregistrement universel) filed with the Autorité des marchés financiers (“AMF”) on March 8, 2024 under number D.24-0086 (the “Universal Registration Document”), (iii) the Company’s half-year financial report as of June 30, 2024, published on the Company’s website on July 30, 2024 (the “2024 Half-Year Financial Report”), (iv) a press release presenting the unaudited 2024 fiscal year financial results of the Company as of December 31, 2024, published on the Company’s website on March 24, 2025 (the “Unaudited 2024 Financial Results Press Release”), and (v) the SEC Filings (as defined below) (the SEC Filings together with the Universal Registration Document, the 2024 Half-Year Financial Report and the Unaudited 2024 Financial Results, the “Disclosure Materials”). The Subscriber acknowledges that certain Disclosure Materials, including those available on the Company’s website or elsewhere in the public domain, have been published only in French. The Subscriber has carefully considered the potential risks relating to the Company and a purchase of the [ABSAs]/[PFW-BS-PFWs], and fully understands that the Securities are speculative investments which involve a high degree of risk of loss of its entire investment.

 

 

I-A-8


  (h)

The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agents or Advisor, any of their respective affiliates or any of their respective control persons, officers, directors and employees in making its investment or decision to invest in the Company. The Subscriber agrees that no Placement Agent or Advisor shall be liable to the Subscriber for any action heretofore or hereafter taken or omitted to be taken by any of them or have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Subscriber, the Company or any other person or entity), whether in contract, tort or otherwise, to the Subscriber, or to any person claiming through the Subscriber, in respect of the transactions contemplated by this Agreement. The Subscriber hereby acknowledges and agrees that (a) each Placement Agent is acting solely as the Company’s placement agent in connection with the transactions contemplated by this Agreement and neither the Placement Agent nor the Advisor is acting as an underwriter or in any other capacity and the Placement Agents and Advisor are not and shall not be construed as a fiduciary for the Subscriber, the Company or any other person or entity in connection with the transactions contemplated by this Agreement, (b) no Placement Agent or Advisor has made or will make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the transactions contemplated by this Agreement, and (c) no Placement Agent or Advisor will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the transactions contemplated by this Agreement or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company or the transactions contemplated by this Agreement. Neither the Placement Agents, the Advisor nor any of their respective affiliates have made or make any representation as to the quality or value of [ABSAs]/[PFW-BS-PFWs] and such Placement Agents, the Advisor and any of their respective affiliates may have acquired non-public information with respect to the Company which such Subscriber agrees need not be provided to it.

 

  (i)

The Subscriber is able to bear the economic risk of loss of such investment, including the complete loss of such investment. The Subscriber further represents that it understands the limitations on transfer and restrictions on sales and other dispositions set forth in this Agreement.

 

 

I-A-9


  (j)

The Subscriber is not purchasing the [ABSAs]/[PFW-BS-PFWs], as a result of any advertisement, article, notice or other communication regarding the [ABSAs]/[PFW-BS-PFWs] published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the Subscriber’s knowledge, any other general solicitation or general advertisement.

 

4.2

The Subscriber further represents, warrants, acknowledges and agrees that, if the Subscriber is acting on behalf of investment funds or other legal entities managed or advised by it, the representations made under Section 4 shall also apply to each such fund or legal entity and the Subscriber shall further ensure compliance thereof by each such fund or entity in connection with the initial distribution of the [ABSAs]/[PFW-BS-PFWs].

 

4.3

The Subscriber acknowledges that there may be certain consequences under U.S. and other tax laws resulting from an investment in the [ABSAs]/[PFW-BS-PFWs] and will make such investigations and consult such tax and other advisors with respect thereto as they deem appropriate. The Subscriber understands that nothing in this Agreement or any other materials presented to it in connection with the subscription and sale of the [ABSAs]/[PFW-BS-PFWs] constitutes legal, tax or investment advice.

 

4.4

The Subscriber acknowledges that, prior to the execution and delivery of this Agreement to the Company, the Subscriber has had adequate time to review the Disclosure Materials prior to making its decision to purchase the [ABSAs]/[PFW-BS-PFWs], and has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company. The Subscriber further acknowledges that any such information consisting of financial estimates, projected financial information and other forward-looking information provided by the Company or its affiliates or representatives is based on a number of assumptions and estimates that are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies which are beyond the control of the Company, and that it is understood that such projections, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such projections may differ significantly from the projected results and that such difference may be material and that such projections are not a guarantee of financial performance.

 

 

I-A-10


4.5

The Subscriber acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction, including the Republic of France, which would permit a public offering of the [ABSAs]/[PFW-BS-PFWs] (other than to the Subscriber), or possession or distribution of offering materials in connection with the issue of the [ABSAs]/[PFW-BS-PFWs] in any jurisdiction where action for that purpose is required. The Subscriber will comply with all applicable laws and regulations in each jurisdiction in which it subscribes, offers, sells or delivers [ABSAs]/[PFW-BS-PFWs], or has in its possession or distributes any offering material, in all cases at its own expense.

 

4.6

The Subscriber further represents and warrants to, and covenants with, the Company that (a) it has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Subscriber enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

4.7

Neither the execution of this Agreement by the Subscriber nor the subscription of the [ABSAs]/[PFW-BS-PFWs] by the Subscriber violates or will violate (i) any provision of the articles of association (or equivalent constituent documents) of the Subscriber, (ii) any material applicable law or material regulation binding upon the Subscriber or its assets, (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Subscriber or any of its assets, (iv) the rules of any stock exchange as they apply to the Subscriber, and (v), any other material agreements to which the Subscriber is a party, in each case, with respect to clauses (i) – (v) of this Section 4.7, except to the extent that such violation would not reasonably be expected to materially impair or delay the Subscriber’s ability to perform its obligations under this Agreement.

 

4.8

The Subscriber acknowledges, covenants and agrees that (a) the issuance and sale of the [ABSAs]/[PFW-BS-PFWs] has not been registered under the Securities Act or registered or qualified under any state securities law, in reliance on exemptions therefrom, and therefore the [ABSAs]/[PFW-BS-PFWs], and all securities included therein or into which the [ABSAs]/[PFW-BS-PFWs] are convertible or exercisable, will be “restricted securities” within the meaning of Rule 144 under the Securities Act and (b) all such restricted securities described in clause (a) hereof cannot be resold or otherwise transferred unless

 

 

I-A-11


  such resale or transfer is either registered under the Securities Act or is exempt from such registration pursuant to a valid exemption from the registration requirements of the Securities Act. To the extent the Subscriber intends to rely on an exemption from registration that results in such securities remaining “restricted securities” in the hands of the purchaser or transferee thereof, including without limitation Regulation S (as contemplated by Rule 905 thereof), the Subscriber will ensure that the restricted status of such securities as set forth is this Section 4.8 applies to such purchaser or transferee as if they were parties hereto. The Subscriber further understands that no public offering has been conducted in France with respect to the [ABSAs]/[PFW-BS-PFWs] and the [New Shares have not yet been approved for admission to trading or listed on Euronext]/[First Pre-Funded Warrants, BS Warrants and Second Pre-Funded Warrants will not be listed on Euronext or on any other stock exchange].

 

4.9

The Subscriber represents and warrants that the Subscriber Aggregated Subscription Price will not be derived from sources prohibited under programs administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and that the operations of the Subscriber is in compliance with applicable financial record keeping and reporting requirements of the anti-money laundering laws and regulations of United States.

 

4.10

The Subscriber does not act “in concert” (within the meaning of Article L.233-10 of the French Commercial Code) with any Company’s shareholder or third party.

 

4.11

The Subscriber represents and warrants that it has not entered into any short sales (as defined in Rule 200 of Regulation SHO under the Exchange Act of 1934, as amended (the “Exchange Act”)), with respect to the Company’s securities since the Subscriber became aware of the Transaction and ending immediately prior to the execution of this Agreement. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Subscriber’s assets, the representation set forth in the first sentence of this Section 4.11 shall only apply with respect to the portion of the assets managed by the portfolio manager that made the investment decision to purchase the [ABSAs]/[PFW-BS-PFWs].

 

4.12

The Subscriber’s offices in which the Subscriber’s investment decision with respect to the [ABSAs]/[PFW-BS-PFWs], was made are in the jurisdiction set forth in Section 8(b) of this Agreement.

 

 

I-A-12


4.13

The Subscriber has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

 

4.14

The Subscriber undertakes that:

 

  (a)

It will comply with any notification requirements to the AMF with respect to the subscription of the Securities (notably disclosure of threshold crossing and intent), which may be required to be made under any applicable law and the Company’s by-laws as well as any requirement in relation with foreign direct investment in France pursuant to the French Monetary and Financial Code and the French Decree (décret) no. 2020-892 of July 22, 2020 as lastly amended by the French Decree (décret) no. 2023-1293 of December 28, 2023 and ministry order (arrêté) of December 28, 2023, as amended from time to time and implementing regulation.

 

  (b)

It will sign and execute such documents and take such actions as are necessary for the consummation of the subscription of the Securities to the Subscriber hereunder, pursuant to the terms and conditions of this Agreement.

 

  (c)

Subject to a special report from the Company’s auditors without any qualification, it will vote in favor of the resolutions at a Company’s general meeting to be convened to approve the entry into the same form of securities purchase agreement with any Other Subscriber that would be qualified as a regulated agreement (convention réglementée) pursuant to Article L. 225-38 of the French Commercial Code.

 

5.

Representations, Warranties and Covenants of the Company

 

5.1

The Company represents and warrants to, and covenants with, the Subscriber that:

 

  (a)

(A) The shareholders of the Company, at the combined general meeting of shareholders of May 16, 2024 waived their preferential subscription rights in favor of certain investors who are: (i) natural person(s) or legal entity(ies), including companies, trusts, investment funds or other investment vehicle(s), regardless of their form, under French or foreign law, investing on a regular basis in the pharmaceutical, biotechnological or medical technology sector, and/or (ii) French or foreign companies, institutions or entities of any form, carrying out a significant portion of their business in pharmaceutical, chemical, medical devices or technology sectors or conducting research in these areas; and/or (iii) French or foreign investment service provider(s), or any foreign establishment(s) with equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i) and/or (ii) above or in connection with the implementation of an equity or bond financing line and, in this context, to subscribe for the securities issued, and (B) that, subject to Subscriber’s representations in Section 4.1(a) of this Agreement being true, the Subscriber falls within said category.

 

 

I-A-13


  (b)

The Company shall take all necessary action to cause the [New Shares]/[the First PFW Shares], upon the exercise of the ABSA Warrants, the ABSA Warrant Shares and upon the exercise of the Second Pre-Funded Warrants, the Second PFW Shares to be listed on Euronext and will cause the [New Shares]/[the First PFW Shares], the ABSA Warrant Shares [and the Second PFW Shares] to be approved for admission to trading and listed on Euronext [on or about the Closing Date for the New Shares]/[at the time of the issuance of the First PFW Shares and Second PFW Shares, as applicable] and at the time of the issuance of the ABSA Warrant Shares in accordance with the Terms and Conditions of the ABSA Warrants for the ABSA Warrant Shares [and the Terms and Conditions of the Second Pre-Funded Warrants for the Second PFW Shares]. The [ABSA Warrants / First Pre-Funded Warrants, BS Warrants and Second Pre-Funded Warrants] are not listed on Euronext or on any other stock exchange but are admitted to clearing on Euroclear France. The Company hereby agrees to use its best efforts to maintain the listing or quotation of the American Depositary Shares of the Company (“ADSs”) on the Principal Market (as defined below) on which the ordinary shares are currently listed.

 

  (c)

As MPM Capital shall have the right to propose a candidate for one (1) director of the Company, the Company undertakes to have such proposed candidate put forward for consideration for appointment by the Company’s shareholders.

 

  (d)

Until the ABSA Warrants are no longer outstanding, the Company will notify, as provided in Section 8 of this Agreement, the Subscribers promptly after publication by the Company of a press release announcing (i) that the ongoing VITESSE trial of VIASKIN peanut in 4-7 year old (NCT05741476) met the primary endpoint defined in the VITESSE study protocol and (ii) any suspension of the ability to exercise the ABSA Warrants in accordance with the Terms and Conditions of the ABSA Warrants.

 

 

I-A-14


  (e)

To the best of its knowledge, the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Transaction, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale have taken any of the actions set forth in, and are not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

 

5.2

The representation and warranties of the Company attached hereto as Annex I-B may be relied upon by the Subscriber and the Subscriber shall be a beneficiary of such representations and warranties and shall be deemed to have accepted the benefit of such representations and warranties.

 

6.

Other Covenants

 

6.1

The Subscriber covenants that the [ABSAs]/[PFW-BS-PFWs] will only be sold, offered for sale, pledged, loaned, or otherwise disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities laws. In connection with any transfer of [New Shares]/[First Pre-Funded Warrants] other than pursuant to an effective registration statement or Rule 144, the Company may require the Subscriber to provide to the Company an opinion of counsel selected by the Subscriber, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration under the Securities Act.

 

6.2

The Subscriber shall take no action to become a group such that any transactions contemplated by this Agreement would require shareholder approval prior to Closing.

 

6.3

The Subscriber shall not issue any press releases or any other public statements with respect to the Transaction contemplated hereby except as may be reviewed and approved by the Company; provided, however, that the Company shall be entitled, without the prior approval of any Subscribers, to make any press release or other public disclosure with respect to the Transaction contemplated hereby and publicly disclose therein the name of any Subscribers and any affiliate of any Subscribers to the extent necessary to comply with the requirements of the AMF regulation and guidelines.

 

 

I-A-15


6.4

By 9:00 a.m. (Paris time) on the Business Day immediately following the date this Agreement is executed, the Company shall issue a press release disclosing all material terms of the transactions contemplated by this Agreement (the “Press Release”). From and after the issuance of the Press Release, no Subscriber shall be in possession of any material nonpublic information and/or inside information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents and the Advisor). In addition, the Company will make such other filings and notices in the manner and time required by the SEC, the AMF or Euronext. The Company shall not, and shall cause each of its officers, directors, employees and agents not to, provide any Subscriber with any such material nonpublic information or insider information regarding the Company from and after the release of the Press Release without the express prior written consent of such Subscriber. Except as may otherwise be agreed with a given Subscriber, to the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The “Transaction Documents” refers to this Agreement and the Registration Rights Agreement.

 

6.5

The Company shall timely file a Form D with respect to the [ABSAs]/[PFW-BS-PFWs] as required under Regulation D of the Securities Act. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the [ABSAs]/[PFW-BS-PFWs] for, sale to the Subscriber at the Closing Date under applicable securities or “blue sky” laws of the states of the United States.

 

7.

Survival of Representations, Warranties and Agreements

Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Subscriber herein will survive the execution of this Agreement, the delivery to the Subscriber of the [ABSAs]/[PFW-BS-PFWs] being subscribed and the payment therefor.

 

8.

Notices

All notices, requests, consents and other communications hereunder will be in writing, will be sent by email, or mailed, or by International Federal Express, and will be deemed given (i) if delivered by International Federal Express, two (2) Business Days after so mailed, (ii) if delivered by email, upon delivery as long the sender does not receive an automated message from the recipient’s email server that the email cannot be delivered, and will be delivered as addressed as follows:

 

 

I-A-16


  (a)

if to the Company, to:

DBV Technologies S.A.

10 Independence Blvd., Suite 302

Warren, New Jersey 07059 USA

Attention: [***]

Telephone: [***]

E-mail : [***]

 

  (b)

if to the Subscriber, to:

[•]

 

9.

Changes

This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Subscriber.

 

10.

Headings

The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.

 

11.

Severability

In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

 

12.

Governing Law and Jurisdiction

This Agreement will be governed by, and construed in accordance with, the laws of France. Any dispute or suit relating to the interpretation, validity and performance of this Agreement, or arising out of or as a consequence hereof, shall be subject to the exclusive jurisdiction of the Tribunal des activités économiques of Paris.

 

13.

Expenses

The parties hereto shall pay their own costs and expenses in connection herewith regardless of whether the Transaction contemplated hereby is consummated; it being understood that each of the Company and each Subscriber has relied on the advice of its own respective counsel.

 

 

I-A-17


14.

Fees and Stamp Taxes and ADS Conversion Assistance

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws as a result of the signing of this Agreement or with respect to the deposit of the New Shares [, First PFW Shares, Second PFW Shares] or ABSA Warrant Shares for issuance of unrestricted ADSs. The Company shall pay all applicable fees and expenses of Citibank, N.A., as depositary, in connection with the deposit of the New Shares [, First PFW Shares, Second PFW Shares] or ABSA Warrant Shares for issuance of ADSs. After effectiveness of the Registration Statement (as defined in and pursuant to the Registration Rights Agreement), for purposes of the deposit of any New Shares [, First PFW Shares, Second PFW Shares] or ABSA Warrant Shares held by the Investor for issuance of freely tradeable ADSs, subject to the rules and regulations of the Securities Act, the Company shall use reasonable best efforts to: (a) request its counsel to submit a request, and if requested, an opinion, to the Company’s depositary, the corporate registrar, and transfer agent and all other applicable parties (as applicable, collectively “Agent”) to facilitate the conversion of such ordinary shares into freely tradeable ADSs, and (b) provide conversion approvals and instructions to the Agent and all other applicable parties (as applicable).

 

15.

Execution of Agreement

This Agreement has been executed in two originals, one for each party.

 

16.

Termination

Notwithstanding anything contained in this Agreement, the Subscriber, may, by notice to the Company in accordance with the provisions of Section 8 above, terminate this Agreement if, at any time on or before the Closing Date, any of the following events or circumstances has occurred:

 

  (a).

there has been any material breach of, or any event rendering untrue or incorrect, in any material respect, any of the representations and warranties contained in Section 5 or any failure to perform any of the Company’s covenants, undertakings or agreements in this Agreement;

 

  (b).

any of the conditions specified in Section 3.2(b) or (c) has not been satisfied or waived by the Subscribers;

 

 

I-A-18


  (c).

there shall have been, since the date of this Agreement any material suspension or material limitation of trading on, or by, as the case may be, any of Euronext or the Nasdaq or any setting of minimum prices for trading on any such exchange, by any such exchange or by any other governmental authority having jurisdiction, which makes it, in the reasonable judgment of the Subscriber and after good faith consultation with the Company in advance, impracticable or impossible to proceed with the Transaction or the issue, sale or delivery of the [ABSAs]/[PFW-BS-PFWs], materially on the terms and in the manner contemplated in this Agreement.

 

17.

Waiver of Conflicts

Each party to this Agreement acknowledges that Cooley LLP, U.S. counsel for the Company, has in the past performed and may continue to perform legal services for the Subscriber and/or Other Subscribers in matters unrelated to the transactions described in this Agreement. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Cooley LLP’s representation of the Subscriber and/or Other Subscribers in such unrelated matters and to Cooley LLP’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.

 

 

I-A-19


ANNEX I-B

REPRESENTATIONS AND WARRANTIES OF THE

COMPANY

 

(a)

Good Standing of the Company. The Company is duly constituted as a French public limited company (société anonyme) with a board of directors and registered with the Trade and Companies Registry of Nanterre under the unique identification number of 441 772 522. The Company exists validly, operates in all material respects in accordance with the laws and regulations that apply to it and has made all the filings, statements and registrations required by the competent authorities for the purpose of its activities. Each member of the board of directors (Conseil dadministration), the Chairman of the board of directors (Président du Conseil dadministration) and the Chief Executive Officer (Directeur Général) have been lawfully appointed or elected and are validly in office in accordance with the law and, perform their respective duties in compliance with French law and the Company’s by-laws (statuts) and internal regulations. The Subsidiary (as defined below) has been duly constituted under the laws of the State of Delaware. The Company and the Subsidiary are fully empowered to hold and use their assets.

 

(b)

Good Standing of Subsidiaries. DBV Technologies Inc., a Delaware corporation (the “Subsidiary”) is the Company’s only significant subsidiary (as defined under Rule 1-02 of Regulation S-X). Each of the Company and the Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction), with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Materials, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”) (to the extent the concepts of “due qualification” and/or “good standing” or such equivalent concepts exists under the laws of such jurisdiction). With respect to the Company and to the Subsidiary (a) no application to enter into a safeguard procedure (procédure de sauvegarde) has been made, (b) no application to enter into an accelerated safeguard procedure (procédure de

 

 

I-B-1


  sauvegarde accelérée) has been made, (c) no application to enter into a conciliation procedure (procédure de conciliation) has been made, (d) no application for the transfer of whole of the business (cession totale de l’entreprise) has been made, (e) no notice of judicial reorganisation (redressement judiciaire), judicial liquidation (liquidation judiciaire) or voluntary liquidation (liquidation amiable) has been filed, (f) no conveyance, assignment or other arrangement for the benefit of, or enters into a composition with, its creditors has been made and (g) no proceedings under any applicable laws before a court having competent jurisdiction over the Company or such Subsidiary which has analogous effect to any of the proceedings referred to in this paragraph is commenced, threatened or pending.

 

(c)

Financial Statements. The audited consolidated historical financial statements, the unaudited condensed financial statements as of and for the six-months ended June 30, 2024 and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Disclosure Materials present fairly in all material respects the financial condition, results of operations, changes in shareholder’s equity and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and French laws and regulations, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). Such financial statements as of and for the six-months ended June 30, 2024 and the years ended December 31, 2023, 2022 and 2021 are in accordance with IFRS within the meaning of EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation and its interpretations promulgated by the IASB applied on a consistent basis throughout the periods involved (except as noted therein).

 

(d)

Independent Accountants. KPMG S.A. and Deloitte & Associés, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the unaudited and audited consolidated financial statements and schedules included directly or incorporated by reference in the Disclosure Materials are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and as required by the AMF General Regulations and under the professional rules of the “Compagnie Nationale des Commissaires aux Comptes.”

 

 

I-B-2


(e)

Authorization of the Transaction. The issuance of the [ABSAs]/[PFW-BS-PFWs] has been duly authorized by the Company pursuant to the 24th resolution adopted by the combined general meeting of shareholders of the Company on May 16, 2024 and the appropriate decisions of the board of directors of the Company dated March 27, 2025 and of the Chief Executive Officer (Directeur Général) dated March 27, 2025, and all ceilings applicable to these authorizations have been respected. Upon (i) payment of the aggregate subscription amounts for the ABSAs [and PFW-BS-PFWs] by all Subscribers in the manner contemplated by this Agreement and (ii) issuance of the depositary certificate (certificat du dépositaire) for the New Shares, the [ABSAs]/[PFW-BS-PFWs] will be duly and validly issued and fully paid. The shareholders of the Company have no preemptive or other rights to acquire the [ABSAs]/[PFW-BS-PFWs] other than preemptive rights (droits préférentiels de souscription) arising pursuant to the French Commercial Code which were validly waived in respect of such [ABSAs]/[PFW-BS-PFWs] by the above-mentioned resolution and there are no restrictions on transfers of the [ABSAs]/[PFW-BS-PFWs] under the laws of France or the statuts of the Company and at the time the [ABSAs]/[PFW-BS-PFWs] are issued and delivered to the Subscriber they will be free and clear from any other claim, lien, encumbrance, security interest, defect or right of any third party.

Upon payment of the aggregate subscription amounts by the relevant Subscribers for the ABSA Warrant Shares [, the First PFW Shares and the Second PFW Shares] in the manner contemplated by this Agreement, the ABSA Warrant Shares [, the First PFW Shares and the Second PFW Shares, as applicable] will be duly and validly issued and fully paid. At the Closing Date, there are no restrictions on transfers of the ABSA Warrant Shares [, the First PFW Shares and the Second PFW Shares] under the laws of France (except as may be provided in Section 4.14(a)) or the statuts of the Company. [This representation when made with respect to the First PFW Shares and the Second PFW Shares is only made to the benefit of a Subscriber who has subscribed PFW-BS-PFWs.]

 

(f)

Capitalization. The Company’s share capital is as disclosed in the Disclosure Materials; the ordinary shares composing the share capital of the Company and any outstanding ADSs as at the date hereof have been duly and validly authorized and issued and are fully paid, non-assessable and freely negotiable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws; the holders of outstanding ordinary shares are not entitled to preemptive rights (droit préférentiel de souscription), priority rights (délai de priorité) or other similar

 

 

I-B-3


  rights to subscribe for securities of the Company, except for any such rights as have been effectively waived or complied with; and, except as set forth in the Disclosure Materials, no options, warrants, preemptive rights, rights of first refusal or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, any share capital of or ownership interests in the Company are outstanding. All the outstanding shares of the Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and all outstanding shares of the Subsidiary are directly owned by the Company free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. As used herein with respect to the securities of the Company, “non-assessable” means that no present or future holder of ordinary shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person after the issuance of the ordinary shares.

 

(g)

French Disclosure. All information and other disclosure materials made publicly available by the Company were, as of the date they were made publicly available, true, complete and accurate in all material respects, and complied with the requirements of applicable French law, including French securities law, the AMF regulation and guidelines, the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended.

 

(h)

SEC Filings. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (the “SEC Filings”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Filings prior to the expiration of any such extension. As of their respective dates, such SEC Filings complied as to form in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no material outstanding or unresolved comments in comment letters from the staff of the Securities and Exchange Commission (the “Commission”) with respect to any of the SEC Filings as of the date hereof.

 

 

I-B-4


(i)

Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company has full power and capacity to enter into this Agreement, the execution and the completion of the obligations described in this Agreement; all the notices, authorizations and approvals necessary to proceed with the valid issuance of the [ABSAs]/[PFW-BS-PFWs] (and, for the sake of clarity, [the First Pre-Funded Warrants, the BS Warrants, the Second Pre-Funded Warrants and] the ABSA Warrants), and those necessary for execution by the Company of its obligations hereunder have been duly obtained and will remain in force on the Closing Date.

 

(j)

Corporate Purpose. The sale of the [ABSAs]/[PFW-BS-PFWs] pursuant to this Agreement are in the Company’s corporate interest and serving the Company’s corporate purpose (objet social) as set forth in the Company’s by-laws (statuts) or other constitutional documents and are on an arm’s-length basis between the Company, on the one hand, and the Placement Agents and any of their respective affiliates through which they may be acting, on the other.

 

(k)

Absence of Violations, Defaults and Conflicts. Neither the Company nor the Subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the Subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii), for such violation or default as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the issuance and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Subsidiary pursuant to, (A) the charter or by-laws of the Company or the Subsidiary, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or the Subsidiary is a party or bound or to which its or their property is subject, or (C) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or the Subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the Subsidiary or any of its or their properties, except in the case of clause (B) and (C), as would not reasonably be expected to have a Material Adverse Effect on the Company’s ability to consummate the transactions contemplated hereby.

 

 

I-B-5


(l)

Absence of Labor Dispute. No labor problem or dispute with the employees of the Company or the Subsidiary exists or, to the Company’s knowledge, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or the Subsidiary’s principal suppliers, contractors or customers, that would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Materials.

 

(m)

Absence of Proceedings. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiary or its or their property is pending or, to the knowledge of the Company, threatened that (i) would reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably be expected to have a Material Adverse Effect, except as set forth in or incorporated by reference into the Disclosure Materials.

 

(n)

Absence of Further Requirements. Excluding any filing required to be made under applicable law or regulation by the Company with the AMF in France, which has been made or will be made in a timely manner and except as set forth in this Agreement, no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the performance by the Company of its obligations hereunder in respect of the Transaction or the issuance of the [ABSAs]/[PFW-BS-PFWs], except such as have already been obtained, and such as may be required under the Securities Act or the blue sky laws of any jurisdiction.

 

(o)

Possession of Licenses and Permits. The Company and the Subsidiary possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses, except in each case, the lack of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and neither the Company nor the Subsidiary have received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect except as set forth in or contemplated in the Disclosure Materials.

 

 

I-B-6


(p)

Compliance with Regulatory Laws. Except as described in the Disclosure Materials, as applicable, the Company and the Subsidiary (i) are and at all times have been in compliance with all applicable statutes, rules and regulations in the United States or any other jurisdiction applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product candidate under development, manufactured or distributed by the Company, including, without limitation, the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the exclusion law (42 U.S.C. § 1320a-7), the statutes, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, the regulations promulgated pursuant to such laws, including, without limitation, the collection and reporting requirements, and the processing of any applicable rebate, chargeback or adjustment, under applicable rules and regulations relating to the VA Federal Supply Schedule (38 U.S.C. § 8126) or under any U.S. Department of Veterans Affairs agreement, and any successor government programs, and comparable state laws, regulations relating to Good Clinical Practices and Good Laboratory Practices and all other local, state, federal, national, supranational and foreign health care laws, manual provisions, policies and administrative guidance, in each case relating to the regulation of the Company or the Subsidiary (collectively, the “Applicable Laws”), except for such non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) have not received any notice from any court or arbitrator or governmental or regulatory authority or third party alleging or asserting non-compliance with any Applicable Laws or any licenses, exemptions, certificates, approvals, clearances, authorizations, permits, registrations and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”), except for such non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect; (iv) have not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in violation of any Applicable

 

 

I-B-7


  Laws or Authorizations nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action threatened; (v) have not received written notice that any court or arbitrator or governmental or regulatory authority has taken, is taking or intends to take action to materially limit, suspend, materially modify or revoke any Authorizations nor, to the Company’s knowledge, is any such limitation, suspension, modification or revocation threatened; (vi) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed in all material respects (or were corrected or supplemented by a subsequent submission); and (vii) are not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority.

 

(q)

Pre-Clinical and Clinical Studies. The nonclinical studies and clinical trials conducted by or on behalf of or sponsored by the Company or the Subsidiary, or in which the Company or the Subsidiary have participated, that are described in the Disclosure Materials or the results of which are referred to in the Disclosure Materials, as applicable, and are intended to be submitted to Regulatory Authorities (as defined below) as a basis for product approval, were and, if still pending, are being conducted in all material respects in accordance with standard medical and scientific research procedures and all applicable statutes, rules and regulations of the U.S. Food and Drug Administration (“FDA”) and comparable drug regulatory agencies outside of the United States (including the Agence Nationale de Securité et du Médicament) to which they are subject (collectively, the “Regulatory Authorities”), including, without limitation, 21 C.F.R. Parts 50, 54, 56, 58, and 312, and Good Clinical Practices and Good Laboratory Practices; the descriptions in the Disclosure Materials of the results of such studies, tests and trials are accurate and complete in all material respects and fairly present the data derived from such studies, tests and trials; the Company has no knowledge of any other trials the results of which are inconsistent with or otherwise call into question the results described or referred to in the Disclosure Materials; the Company and the Subsidiary have operated and are currently in compliance in all material respects with all applicable statutes, rules and regulations of the Regulatory Authorities; neither the Company nor the Subsidiary have received any written notices, correspondence or other communication from the Regulatory Authorities or any other governmental agency which could lead to the termination or suspension of any

 

 

I-B-8


  nonclinical studies or clinical trials that are described in the Disclosure Materials or the results of which are referred to in the Disclosure Materials, other than ordinary course communications, and, to the Company’s knowledge, there are no reasonable grounds for same. Except as set forth in the Disclosure Materials, the Company possesses all licenses, certificates, permits and other authorizations (collectively, “Permits”) issued by, and has made all declarations and filings with, the applicable federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of its properties or the conduct of its businesses as described in the Disclosure Materials, or to permit all nonclinical studies and clinical trials conducted by or on behalf of the Company, including, without limitation, all necessary FDA and applicable foreign regulatory agency approvals; the Company is not in violation of, or in default under, any such Permit, except as set forth in or contemplated in the Disclosure Materials; and the Company has not received notice of any revocation or modification of any such Permit and does not have any reason to believe that any such Permit will not be renewed in the ordinary course, except as set forth in or contemplated in the Disclosure Materials. The Company (i) is, and at all times has been, in compliance with all Applicable Laws, and (ii) has not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any Regulatory Authority alleging or asserting material non-compliance with (A) any Applicable Laws or (B) any Permits required by any such Applicable Laws. To the Company’s knowledge, the manufacturing facilities and operations of its suppliers are operated in compliance in all material respects with all applicable statutes, rules, regulations and policies of the Regulatory Authorities.

 

(r)

Title to Property. Each of the Company and the Subsidiary owns or leases all such properties as are necessary to the conduct of its operations as presently conducted in all material respects.

 

(s)

Possession of Intellectual Property. The Company and the Subsidiary own, possess, license or have other rights to use all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed to be conducted in the Disclosure Materials. Except as set forth in the Disclosure Materials, (i) there are no rights of third parties to any such Intellectual Property, except any rights which have not had and are not reasonably likely to result in a Material Adverse Effect; (ii) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property; (iii) there is no

 

 

I-B-9


  pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any fact which would form a reasonable basis for any such claim; (vi) to the Company’s knowledge, there is no patent or published patent application in the United States which contains claims that interfere with the issued or pending claims of any Intellectual Property described in the Disclosure Materials as being owned by or licensed to the Company; and (vii) there is no prior art of which the Company is aware that is reasonably likely to render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office.

 

(t)

Environmental Laws. The Company and the Subsidiary are (i) in compliance in all material respects with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance in all material respects with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Materials. Except as set forth in the Disclosure Materials, neither the Company nor the Subsidiary have been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

 

 

I-B-10


(u)

Accounting Controls and Disclosure Controls. The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Such internal controls over financial reporting are effective at the reasonable assurance level and the Company is not aware of any material weakness in internal controls over financial reporting. The Company and its consolidated subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective at the reasonable assurance level.

 

(v)

Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.

 

(w)

Payment of Taxes. The Company has filed all tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect or except as set forth in or contemplated in the Disclosure Materials) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect or except as set forth in or contemplated in the Disclosure Materials.

 

(x)

Insurance. The Company and the Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or the Subsidiary or its respective businesses, assets, employees, officers and directors are in full force and effect; the Company and the Subsidiary are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or the Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor the Subsidiary has been refused any insurance coverage sought or applied for; and

 

 

I-B-11


  neither the Company nor the Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain coverage from insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Materials.

 

(y)

ERISA Compliance. To the knowledge of the Company and the Subsidiary, none of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan (as defined below), determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the U.S. Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other U.S. federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Company or the Subsidiary that would reasonably be expected to have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of U.S. federal law or applicable qualification standards, with respect to the employment or compensation of employees by the Company or the Subsidiary that would reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or, to the knowledge of the Company and the Subsidiary, is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and the Subsidiary compared to the amount of such contributions made in the most recently completed fiscal year of the Company and the Subsidiary; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company and the Subsidiary compared to the amount of such obligations in the most recently completed fiscal year of the Company and the Subsidiary; (iii) any event or condition giving rise to a liability under Title IV of ERISA that would reasonably be expected to have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company or the Subsidiary related to their employment that would reasonably be expected to have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company or the Subsidiary may have any liability.

 

(z)

Brokers. Except as otherwise disclosed in the engagement letters entered into by and among the Company and the Placement Agents, and the Company and the Advisor, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

 

 

I-B-12


(aa)

Investment Company Act. The Company is not, and after giving effect to the transactions contemplated by this Agreement, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

 

(bb)

Absence of Manipulation. Neither the Company nor the Subsidiary have taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or European Union and French laws, stabilization or manipulation of the price of the shares or any security of the Company to facilitate the sale or resale of the shares of the Company.

 

(cc)

No Market Abuse. The Company has complied and complies with any and all applicable rules relating to market abuse (including insider trading) and has taken adequate measures and has adequate procedures in place in order to ensure such compliance, and the sale of the [ABSAs]/[PFW-BS-PFWs] and the consummation of the transactions contemplated by this Agreement will not constitute a violation by the Company of any applicable “insider dealing,” “insider trading” or similar legislation, and no person acting on its behalf has done any act or engaged in any course of conduct constituting such violation.

 

(dd)

Related-Party Transactions. There are no business relationships or related-party transactions, including conventions réglementées under Article L. 225-38 et seq. of the French Commercial Code, involving the Company or any of its subsidiaries or any other person required to be described in the Disclosure Materials that have not been described as required. All related party transactions described therein have been duly authorized and executed by the Company or one of its subsidiaries, as the case may be. Neither the Company nor any of its subsidiaries is engaged in any material transaction with their respective directors, officers, management shareholders or any other person, including persons formerly holding such positions, on terms that are not available from or to other parties on an arm’s-length basis.

 

(ee)

No Unlawful Payments. Neither the Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiary is aware of or has taken any action, directly or indirectly, that would reasonably be expected to result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, the rules

 

 

I-B-13


  and regulations thereunder or the U.K. Bribery Act 2010, and Articles 432-11 et seq., 433-1 and 433-2, 433-22 to 433-25, 435-1 et seq. and 445-1 et seq. of the French Criminal Code or similar law of any other relevant jurisdiction (“Anti-Corruption Laws”); and neither the Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiary is aware of or has taken any action, directly or indirectly, that would reasonably be expected to result in a sanction for violation by such persons of the Anti-Corruption Laws; and prohibition of noncompliance therewith is covered by the codes of conduct or other procedures instituted and maintained by the Company and the Subsidiary. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiary with respect to the Anti-Corruption Laws is pending or, to the knowledge of the Company, threatened. Neither the Company nor the Subsidiary will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

 

(ff)

Compliance with Anti-Money Laundering Laws. The operations of the Company and the Subsidiary are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 

(gg)

No Conflicts with Sanctions Laws. Neither the Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiary (i) is currently the subject of any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or controlled by His Majesty’s Treasury) or France (including sanctions administered or controlled by the French Treasury) (collectively, “Sanctions” and such persons, “Sanctioned Persons”) or (ii) will, directly or indirectly, use the proceeds of the offering and sale of the [ABSAs]/[PFW-BS-

 

 

I-B-14


  PFWs], or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any applicable Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as an underwriter, advisor, investor or otherwise). Neither the Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiary, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including, but not limited to, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine (or any other Covered Region of Ukraine identified pursuant to Executive Order 14065), the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company nor the Subsidiary have engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding ten years, nor does the Company or the Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

 

(hh)

Lending Relationship. Except as disclosed in the Disclosure Materials, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Placement Agents or the Advisor and (ii) does not intend to use any of the proceeds from the sale of the [ABSAs]/[PFW-BS-PFWs] to repay any outstanding debt owed to any affiliate of the Placement Agents or the Advisor.

 

(ii)

No Immunity. Neither the Company nor the Subsidiary nor any of their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise).

 

(jj)

No Marketing Approval. None of the Company’s product candidates have received marketing approval from any Regulatory Authority.

 

 

I-B-15


(kk)

Cybersecurity. Except as disclosed in the Disclosure Materials, (x) to the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s or the Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third-party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; (ii) the Company and the Subsidiary have taken all commercially reasonable measures to comply with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data, or to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology consistent with generally accepted industry standards and practices for companies of a similar size and stage of development.

 

(ll)

Privacy. The Company and the Subsidiary are, and at all times have been, in compliance with all applicable data privacy and security laws and regulations, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (collectively, the “Privacy Laws”), except for such non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiary have at all times made all material disclosures to users or customers required by Privacy Laws, and such disclosures have been accurate in all material respects and not in violation of any Privacy Law. To the knowledge of the Company, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach or violation of any Privacy Laws. The Company and the Subsidiary (i) have not received written notice from any governmental authority of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (ii) are not currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law, and (iii) are not a party to any order or decree that imposes any obligation or liability under any Privacy Law.

 

 

I-B-16


(mm)

Stock Exchange Listing. The Company’s ordinary shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the ADSs are listed on the Nasdaq or such other national securities exchange on which the ADSs are then listed (the “Principal Market”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the ordinary shares under the Exchange Act or delisting the ADSs from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market and of Euronext. The ordinary shares are currently eligible for electronic transfer through the DTC or another established clearing corporation and the Company is current in payment of the fees to the DTC (or such other established clearing corporation) in connection with such electronic transfer.

 

(nn)

No Unlawful Contributions or Other Payments. Neither the Company nor the Subsidiary nor, to the best of the Company’s knowledge, any employee or agent of the Company or the Subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Disclosure Materials.

 

(oo)

Duties, Transfer Taxes, Etc. No transaction, stamp, documentary, capital, issuance, registration, transfer, (including, for the avoidance of doubt, financial transaction tax as set out in Article 235 ter ZD of the French Tax Code) are payable by or on behalf of the Placement Agents or the Advisor, the Company or the Subsidiary in France or to any taxing authority thereof or therein in connection with (i) the issuance, sale and delivery of the [ABSAs]/[PFW-BS-PFWs] by the Company; (ii) the transfer of the [ABSAs]/[PFW-BS-PFWs] by the Placement Agents or the Advisor; or (iii) the execution, delivery and performance of this Agreement or any other document to be furnished hereunder.

 

(pp)

Private Placement. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4.1, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscriber as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Market.

 

(qq)

No General Solicitation. Neither the Company nor any person acting on behalf of the Company (including the Placement Agents and the Advisor) has offered or sold any of the Securities by any form of general solicitation or general advertising.

 

 

I-B-17


(rr)

PFIC Reporting. Following the Closing Date, the Company shall make an annual determination whether the Company will be classified as a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code (a “PFIC”) and promptly inform the Subscriber of such determination, provided that each Subscriber will be deemed to be so informed pursuant to this Section if the Company includes such determination on its website or in its Annual Report on Form 10-K or other public filing with the Commission. The Company shall promptly provide to the Subscriber any information that the Subscriber reasonably request in order for the Subscriber to (i) verify the determinations made pursuant to this Section in connection with an audit or otherwise, (ii) comply with their federal, state, or local tax return filing and information reporting obligations and (iii) make and maintain a “qualified electing fund” election (as defined in the Internal Revenue Code) with respect to the Company as a result of the Company being classified as a PFIC, provided that the Company may provide such information on its website.

 

 

I-B-18


ANNEX I-C

NUMBER OF ABSAS OR PFW-BS-PFWS, AS

APPLICABLE, TO BE ACQUIRED BY THE

SUBSCRIBERS

[***]

 

 

I-C-1


EXHIBIT A

TERMS AND CONDITIONS OF THE ABSA WARRANTS

 

 

 


NEITHER THE ABSA WARRANTS NOR THE ABSA WARRANT SHARES INTO WHICH THESE ABSA WARRANTS ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, UNTIL THE ABSA WARRANTS AND THE ABSA WARRANT SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

TERMS AND CONDITIONS OF THE ABSA WARRANTS

THESE TERMS AND CONDITIONS OF THE ABSA WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE ABSA WARRANTS. IN ACCORDANCE WITH FRENCH LAW, THE ABSA WARRANTS ARE FULLY DEMATERIALIZED.

DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros 10,285,886.80 and having its registered office at 107 avenue de la République, 92320 Châtillon (the “Company”), hereby issues by decisions of the Board of Directors and, upon subdelegation, of the Chief Executive Officer (Directeur Général) acting pursuant to the power delegated by the Company’s shareholders at the general meeting held on May 16, 2024, in its 24th resolution, to the Investors named in the Subscription Agreements (as defined herein) and in accordance with the terms thereof, on the Issue Date, an aggregate of 71,005,656 PFW-BS-PFWs (as defined herein) and an aggregate of 34,090,004 units (the “ABSAs”), each ABSA consisting of (i) one ordinary share of the Company, with a nominal value of €0.10 per share, and (ii) one warrant (an “ABSA Warrant”) to subscribe initially one point seventy five (1.75) Shares per ABSA Warrant Share (each an “ABSA Warrant Share”) at such exercise price and otherwise on such terms and conditions as are set out herein (the “Terms and Conditions of the ABSA Warrants” or the Conditions”). The Warrants shall not be admitted to trading on any stock exchange or trading market. The ABSA Warrants shall be admitted to the operations of Euroclear France SA. Each one (1) ABSA Warrant is exercisable initially for one point seventy five (1.75) Shares (the “Exercise Ratio”) for a price per ABSA Warrant equal to €1.5939 (the “Exercise Price”).

 

1.

Interpretation

For the purposes of these Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

 

ABSAs    has the meaning given in the introduction;
ABSA Warrant    has the meaning given in the introduction;
ABSA Warrant Share    has the meaning given in the introduction;
Admission    means admission to trading on the Trading Market, and the terms “Admit” and “Admitted” shall be construed accordingly;
Aggregate Exercise Price    has the meaning given in Condition 2(c);
Business Day    means a weekday, other than a Saturday, Sunday, U.S. federal holiday or a day on which banks in Paris, France or The City of New York are authorized or required by law to be closed to the public;

 

 

A-1


Company    has the meaning given in the introduction;
Euroclear France    has the meaning given in Condition 6;
Euronext Paris    means the regulated market of Euronext Paris S.A. (or any successor thereto) in Paris;
Exercise Date    means (i) in relation to any exercise of these ABSA Warrants which occurs during the period from and including the VITESSE Positive Results to and including the last day of the Exercise Period, the last day of the Exercise Period and (ii) in relation to any other exercise of these ABSA Warrants, the Request Date;
Exercise Notice    has the meaning given in Condition 2(c);
Exercise Period    has the meaning given in Condition 2(a);
Exercise Price    has the meaning given in the introduction;
Exercise Ratio    has the meaning given in the introduction;
Exercised Shares    has the meaning given in Appendix A;
Exercised Shares Delivery Date    has the meaning given in Condition 2(e);
French Commercial Code    means the French Code de Commerce;
French Monetary and Financial Code    means the French Code monétaire et financier;
Holder    means any Person who has title to these ABSA Warrants;
Investor    means the investor(s) purchasing ABSA Warrants pursuant to the Subscription Agreements;
Issue Date    means the date of issue of these ABSA Warrants, being on or about April 7, 2025;
Person(s)    means an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or any agency or political subdivision thereof) or any other entity of any kind;
PFW-BS-PFWs    has the meaning ascribed to this term in the Subscription Agreement;
Record Date    means, in respect of any transaction giving rise to an adjustment of the Exercise Ratio pursuant this Condition 5(a) or Condition 10, (i) the date on which the ownership of the Shares is established so as to determine which holder of Shares are the beneficiaries of a given transaction or may take part in a transaction and, in particular, to which holder of Shares, a dividend, a distribution or

 

 

A-2


   an allocation, announced or voted as of this date or announced or voted prior to this date, should be paid, delivered, or completed; or (ii) (if such a date cannot be determined as provided in (i) above in the case of a transaction pursuant to paragraph 9 of Condition 5(a)) such date as is determined in good faith to be appropriate by an Independent Expert;
Registrar    means the registrar of the ABSA Warrants on behalf of the Company from time to time as specified in writing by the Company to the Holders of the ABSA Warrants and, as of the Issue Date, currently Société Générale Securities Services;
Request Date    means, in relation to any exercise of these ABSA Warrants, the date on which the Aggregate Exercise Price for the ABSA Warrants is received by the Registrar, together with a copy of a duly completed Exercise Notice in accordance with Conditions 2(c) and 2(d);
Shares    means the ordinary shares with a nominal value of (as at the Issue Date) Euro 0.10 each in the share capital of the Company;
Subscription Agreement    means each of the securities purchase agreements dated March 27, 2025 by and between the Company and each of the Investors thereto pursuant to which the ABSAs and the PFW-BS-PFWs are issued by the Company and purchased by the Investors;
Terms and Conditions of the ABSA Warrants    has the meaning given in the introduction;
Trading Day    means any day (other than a Saturday or Sunday) on which the Shares are traded on the Trading Market in respect thereof, other than a day on which such trading ceases prior to the usual closing time, whether such cessation is scheduled (as it is often the case regarding trading on Euronext Paris on 24 and 31 December) or unscheduled;
Trading Market    means (i) Euronext Paris, or (ii) if the Shares (or, as applicable, any other securities referred to in Condition 5(a)) are no longer admitted to trading on Euronext Paris at the relevant time, the principal stock exchange or market on which the Shares (or, as applicable, such other securities) are admitted to trading at such time;
Transaction    has the meaning given in Condition 5(a);
VITESSE Positive Results    means the publication by the Company of a press release announcing that the ongoing VITESSE trial of VIASKIN peanut in 4-7 year old (NCT05741476) met the primary endpoint defined in the VITESSE study protocol, it being specified that (i) the primary measure of treatment effect will be the difference in response rates at Month 12 between active and placebo treatment groups, (ii) the primary analysis will be based on a 2-sided confidence interval (“CI”) for the difference in response rates and (iii) the primary analysis must be positive according to the success criterion (lower bound of the 2-sided 95% CI of the difference in response rates ≥15%); and

 

 

A-3


VWAP    means, in respect of the Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security on such day on the Trading Market as published by or derived from Bloomberg page HP (or any successor page) (setting “PR094 VWAP (Vol Weighted Average Price)”, or any successor setting) in respect of such Share or other security for such Trading Market (such page being as at the Issue Date of the ABSA Warrants, in the case of the Share, DBV FP Equity HP), provided that in the case of a VWAP to be observed over a period comprising several Trading Days, such VWAP shall be equal to the volume-weighted average of the relevant daily VWAPs (the daily volumes to be used for the purpose of determining such weighted average being the volumes as published on such Bloomberg page HP (or any successor page), setting “VWAP Volume” (or any successor setting)), as determined by the Calculation Agent.

Condition headings are included for the convenience of the parties only and do not affect the interpretation of the ABSA Warrants.

 

2.

Exercise

 

  (a)

Exercise Period

Subject to the conditions and limitations specifically provided herein, the ABSA Warrants may be exercised by their Holder, in whole or (subject always to exercising a whole number of ABSA Warrants) in part, in one or more instances, for cash, at any time and from time to time on any Business Day during the period commencing on (and including) the Issue Date to (and including) the earlier of (i) April 7, 2027 and (ii) 30 days following the VITESSE Positive Results (as may be extended pursuant to Condition 9, the “Exercise Period”).

Any ABSA Warrant which has not been exercised on or prior to the last day of the Exercise Period shall become null and void and the rights of the Holder to exercise such ABSA Warrant shall lapse.

The Company will notify, without delay, the Holders of the occurrence of the VITESSE Positive Results pursuant to Condition 13.

 

  (b)

Exercise Price

Subject to any adjustment to the Exercise Ratio as provided in Condition 5 (or, as the case may be, Condition 10), each one (1) ABSA Warrant is exercisable for one point seventy five (1.75) ABSA Warrant Shares at a price per ABSA Warrant equal to the Exercise Price.

 

 

A-4


  (c)

Terms of exercise

In order to exercise the ABSA Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the ABSA Warrants, which Exercise Notice shall specify the number of ABSA Warrants to be exercised (for the number of ABSA Warrant Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price and (ii) the number of ABSA Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt, the Holder may exercise some or all of its ABSA Warrants in one or several times within the Exercise Period, it being specified that each ABSA Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be paid no later than two (2) Business Days of the sending of the Exercise Notice.

 

  (d)

Confirmation of Exercise

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(c), the Registrar shall as soon as practicable, but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send, by facsimile transmission or by email, with a copy to the Company and the Calculation Agent, a confirmation of receipt of such Aggregate Exercise Price (if applicable) and Exercise Notice in the form of the notice at Appendix B to the Holder through its intermediary.

 

  (e)

Issue of ABSA Warrant Shares Upon Exercise

In the event of any exercise of the rights represented by the ABSA Warrants in accordance with Condition 2(c), the Company shall allot and issue to the Holder the ABSA Warrant Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event, the Company shall cause the Registrar to, on or before the fourth Business Day following the Exercise Date (the “Exercised Shares Delivery Date”), credit such aggregate number of ABSA Warrant Shares to which the Holder shall be entitled to and as notified in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice. Notwithstanding the foregoing, with respect to any Exercise Notice delivered on or prior to 4:00 p.m. (New York City time) two Business Days prior to the Issue Date, the Company agrees to deliver the ABSA Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Exercised Shares Delivery Date for purposes hereunder, provided that, if applicable, payment of the Aggregate Exercise Price is received by such Exercised Shares Delivery Date.

 

 

A-5


The Company’s obligation to issue ABSA Warrant Shares upon exercise of the ABSA Warrants shall not be subject to (i) any set-off or defense or (ii) any claims against any holder of ABSA Warrants however arising.

 

3.

ABSA Warrant Shares

 

  (a)

Form of ABSA Warrant Shares

The ABSA Warrant Shares will be, at the option of the Holder, (i) held in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

 

  (b)

Dividend Due Date and Rights Attached to the ABSA Warrant Shares

Upon issue, ABSA Warrant Shares allotted pursuant to an Exercise Notice will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

ABSA Warrant Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

Once issued, application will be made, on date of issuance, by the Registrar on behalf of the Company for the ABSA Warrant Shares to be admitted to trading on the Trading Market, on the same quotation line as the Shares.

 

  (c)

Transfer of ABSA Warrant Shares

Subject to compliance with any applicable securities laws, ABSA Warrant Shares will, upon issuance, be freely negotiable and transferable as from the date of their entry in a securities account.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the ABSA Warrant Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the ABSA Warrant Shares upon exercise of the ABSA Warrants to be admitted to Euroclear France.

 

4.

Fractional Interests

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of ABSA Warrant Shares that would have been obtained if ABSA Warrants had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5(a) and the value of the ABSA Warrant Shares that would have been obtained in the event of exercising the ABSA Warrants immediately after the implementation of that Transaction.

 

 

A-6


In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5(a) (or, as the case may be, Condition 10), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded.

The ABSA Warrant Shares, however, may only be delivered in a whole number of Shares.

No fractional Shares shall be issuable upon the exercise of an ABSA Warrant, provided that the number of ABSA Warrant Shares to be delivered in respect of any exercise of one or more ABSA Warrants pursuant to any one Exercise Notice shall be determined by the Calculation Agent, and notified to the Registrar and the Company, no later than 5:00 p.m. Paris time, on the Business Day immediately following the Exercise Date in respect of such exercise, as the product (rounded down to the nearest whole multiple of one Share) of (i) the Exchange Ratio in effect on the Exercise Date in respect of such exercise and (ii) the number of ABSA Warrants so exercised pursuant to such Exercise Notice, and the Holder will receive from the Company a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of (x) the fractional share (if any) so rounded down and (y) the closing price of a Share on the Trading Market on the last Trading Day preceding such Exercise Date.

 

5.

Adjustments of the Exercise Ratio

 

  (a)

Adjustments to the Exercise Ratio

ABSA Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Articles L. 228-91 et seq. of the French Commercial Code.

The Exercise Ratio will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99, 1°) and L. 228-99, 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights limited to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any ABSA Warrants are outstanding and upon the completion of any of the following transactions (each, a “Transaction”):

 

   

financial transactions (issuance of Shares or any other securities of any nature) with listed preferential subscription rights or by free allocation of listed subscription warrants;

 

   

free allocation of Shares to shareholders, regrouping or splitting Shares;

 

 

A-7


   

incorporation of reserves, profits or premiums into equity, by increasing the nominal value of the Shares;

 

   

distribution of reserves and of any Share premium, in cash or in kind;

 

   

free allocation, to the shareholders of the Company of any securities of the Company (except Shares);

 

   

merger by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off, or division (scission) of the Company;

 

   

buyback of its own Shares at a price higher than the Trading Market price;

 

   

amortization of the share capital; and

 

   

change in the allocation of profits and/or creation of preferred Shares;

in each case the Record Date of which falls on or after the Issue Date (save in the case of any exercised ABSA Warrant if the date of issuance of the ABSA Warrant Shares in respect of such exercise falls on or before such Record Date), the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio (or as otherwise prescribed) in accordance with the conditions below.

Adjustments to the Exchange Ratio carried out in accordance with the conditions below (or Condition 10) will become effective on the date on which the Transaction triggering such adjustment is completed.

 

  1.  (a)

For financial transactions (issuance of Shares or any other securities of any nature) with listed preferential right to subscription, the new Exercise Ratio will be determined by the Calculation Agent and will equal the product of the Exercise Ratio applicable before the start of the Transaction at issue and the following ratio:

Value of a Share after detachment of the preferential subscription right

+Value of the preferential subscription right

 

 

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, (i) the value of a Share after detachment of the preferential subscription right will be equal to the average of the opening prices (if any) of the Share on the Trading Market for the Shares on all Trading Days included in the subscription period and (ii) the value of the preferential subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Trading Market for the preferential subscription right on all Trading Days included in the subscription period.

 

  (b)

For financial transactions carried out through the free allocation of listed subscription warrants to shareholders with a correlative ability to sell the securities resulting from subscription warrants not exercised by the holders during the period of subscription which has opened to them, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio before the start of the Transaction contemplated and of the following ratio:

Value of a Share after detachment of the subscription warrant

 

 

A-8


+Value of the subscription warrant

 

 

Value of a Share after detachment of the subscription warrant

 

   

the value of a Share after detachment of the subscription warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of the Shares on the Trading Market on each Trading Day included in the subscription period, and, if there is a rump placement, (ii) either (a) the sale price of the Shares sold in the rump placement (and applying the volume of Shares sold in the offering to the sale price), if such securities are fungible with the Shares, or (b) the trading prices (if any) of the Shares on the Trading Market on the day the sale price for the securities sold in the rump placement is fixed, if such securities are not fungible with the Shares;

 

   

the value of the subscription warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of the subscription warrants on the Trading Market on each Trading Day included in the subscription period, and (ii) the implicit value of the subscription warrants (applying to this amount the corresponding number of warrants exercised in respect of the securities sold in the offering), being equal to either (a) the difference, if positive, adjusted by the warrant exercise ratio, between the sale price of the securities sold in the rump placement and the subscription price of the securities upon the exercise of the subscription warrants, or (b) if such difference as aforesaid is not positive, zero (0).

 

  2.

In case of a free allocation of Shares to shareholders, and also in case of regrouping or splitting of Shares, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Number of Shares forming the share capital after the Transaction

 

 

Number of Shares forming the share capital before the Transaction

 

  3.

In case of a capital increase by incorporation of reserves, profits or premiums carried out by increasing the nominal value of the Shares, the nominal value of the ABSA Warrant Shares the Holders could obtain by exercising their ABSA Warrants will be determined by the Calculation Agent and will be increased in due proportion.

 

  4.

In case of a distribution of reserves and of any share premiums, either in cash or in kind (securities in portfolio...), the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Value of a Share before distribution

 

 

Value of a Share before distribution

 

   

Amount per Share of the distribution or value of securities or assets distributed per Share.

 

 

A-9


For the calculation of this ratio:

 

   

the value of a Share before the distribution will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution;

 

   

if distribution is made in kind:

 

   

in case of delivery of securities already listed on a Trading Market, the value of the securities will be equal to the VWAP of the securities over the period comprising the last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution and on which such securities are traded on the Trading Market in respect thereof,

 

   

in case of delivery of securities not yet listed on a Trading Market, the value of securities remitted will be equal, if they are to be listed on a Trading Market during the ten Trading Days’ period starting from (and including) the Trading Day on which the Shares are first traded ex-distribution, to the VWAP of such securities over the period comprising the three first Trading Days included in such ten Trading Days’ period and on which such securities are traded on the Trading Market in respect thereof, and

 

   

in all other cases (delivery of securities not listed on a Trading Market or listed on fewer than three Trading Days within the ten Trading Days’ period mentioned above or distribution of assets or the value of the securities or the assets not being capable of being determined in accordance with the foregoing), the value of the securities or the assets delivered per Share shall be determined by an independent expert of international reputation appointed by the Company, which may include the Calculation Agent acting for this purpose in such capacity (as may be agreed at the relevant time between the Company and the Calculation Agent), appointed from time to time by the Company at its own expense (the “Independent Expert”).

 

  5.

In case of a free allocation to shareholders of securities, other than Shares and subject to paragraph 1(b) above, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to:

 

  (a)

if the rights to the free allocation of securities are listed on a Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Share price ex-right to free allocation + value of the right to free allocation

 

                              

Share price ex-right to free allocation

For the calculation of this ratio:

 

   

the value of the Share price ex-right of free allocation will be equal to the VWAP of the Shares over the period comprising the first ten Trading Days starting on the Trading Day on which the Shares are first traded ex-right of free allocation;

 

   

the value of the right to free allocation will be equal to the VWAP of the right to free allocation over the ten Trading Days’ period referred to above.

 

 

A-10


If the right to free allocation is not traded on the Trading Market in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Independent Expert instead.

 

  (b)

if the right to free allocation of securities are not listed on a Trading Market or the value of the right to free allocation cannot be determined as provided in (a) above, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Share price ex-right to free allocation

+ Value of that/those security(ies) allocated per Share

 

 

Share price ex-right to free allocation

For the calculation of this ratio:

 

   

the Share price ex-right to allocation will be determined as in paragraph (a) above.

 

   

if these securities are listed or are to be listed on a Trading Market within ten Trading Days starting from the Trading Day on which the Shares are first traded ex-distribution, the value of the securities allocated per Share will be equal to the VWAP of these securities listed on such Trading Market over the period comprising the three first Trading Days included in this ten Trading Days’ period and on which such securities are traded on such Trading Market. If the allocated securities are not so traded on such Trading Market on at least three Trading Days during such Trading Days’ period, the value of these securities will be determined by an Independent Expert.

 

  6.

In case of an absorption of the Company by another company (fusion par absorption) or a merger with one or more companies resulting in the incorporation of a new company(fusion par création d’une nouvelle société), a spin-off or division (scission) of the Company, the exercise of the ABSA Warrants will allow allocation of shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off.

The new Exercise Ratio will be determined by the Calculation Agent (if the Calculation Agent determines in its sole discretion it is capable of making such adjustment) or (otherwise) by an Independent Expert by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

 

  7.

In case of a buyback of the Company of its own Shares at a price higher than the stock exchange price, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the buyback and the following ratio:

Share price x (1-Pc%)

 

 

Share price – Pc% x Buyback price

 

 

A-11


For the calculation of this ratio:

 

   

Share price means the VWAP of the Shares over the period comprising the three last Trading Days preceding the buyback (or the ability of buyback):

 

   

Pc% means the percentage of total share capital repurchased; and

 

   

Buyback price means the effective buyback price.

 

  8.

In case of amortization of the share capital of the Company, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio on the date before the start of the contemplated Transaction and of the following ratio:

Value of a Share before amortization

 

 

Value of a Share before amortization - amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Trading Day on which the Shares are first traded ex-amortization.

 

  9.

(a)In case of a change in the allocation of profits and/or creation of new preferred shares resulting in such modification by the Company, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio before the start of the contemplated Transaction and the following ratio:

Share price before modification

 

 

Share price before modification - reduction per Share of the right to profits.

For the calculation of this ratio:

 

   

the Share price before modification means the VWAP of the Shares over the period comprising the last three Trading Days preceding the date of modification;

 

   

the reduction by Share on the right to profits will be determined by an Independent Expert and will be submitted to the approval of the Holders’ General Meeting (as defined in Condition 7).

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of ABSA Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above, as applicable.

 

  (b)

in case of creation of preferred shares without a modification in the distribution of profits, the adjustment of the Exercise Ratio that would be necessary will be determined by an Independent Expert.

If the Company were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

 

 

A-12


  (b)

Retroactive Adjustments

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of ABSA Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such ABSA Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive).

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of ABSA Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such ABSA Warrants such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date.

The relevant holder of such ABSA Warrants will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

 

  (c)

Notification of Adjustments

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 13 within three (3) Business Days of the effectiveness of the adjustment.

The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

 

6.

Form, Title and Transfer of ABSA Warrants

The ABSA Warrants will be held in in dematerialized bearer form (au porteur) in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Subject to compliance with any applicable securities laws, the ABSA Warrants are freely negotiable.

ABSA Warrants shall not be listed on Euronext Paris or on any other stock exchange.

Title to the ABSA Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the ABSA Warrants.

 

 

A-13


The ABSA Warrants will, upon issue, be inscribed in the books of Euroclear France SA (“Euroclear France”), which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the ABSA Warrants shall be evidenced by entries in the books of such intermediary institutions, and transfer of the ABSA Warrants may only be effected through registration of the transfer in their books.

 

7.

Representation of Holders

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders’ General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”).

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the ABSA Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to these Terms and Conditions of the ABSA Warrants and to approve any decision that has an impact on the conditions for subscription of the ABSA Warrant Shares determined within the scope of these Terms and Conditions of the ABSA Warrants.

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders’ General Meeting will be given by way of a press release published by the Company which will also be posted on its website (www.dbv-technologies.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders’ General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by videoconference or by any other means of telecommunication allowing the identification of participating Holders, as provided mutatis mutandis by Article R. 223-30-1 of the French Commercial Code.

Decisions of the Holders’ General Meetings once approved will be published by way of a press release posted by the Company on its website (www.dbv-technologies.com).

 

8.

Calculation Agent, Independent Expert

The Company has appointed Conv-Ex Advisors Limited as calculation agent (the “Calculation Agent”).

The Company reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any ABSA Warrant is outstanding, there will at all times be a Calculation Agent.

 

 

A-14


The Calculation Agent is acting exclusively as an agent for, and upon request from, the Company. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the ABSA Warrants (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Calculation Agent (acting in such capacity) nor any Independent Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable nor shall they incur any liability as against, the Holders, the Representative and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

The Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Company and the Calculation Agent at the latest on the Issue Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Company, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

If any doubt shall arise as to whether an adjustment is to be made to the Exercise Ratio or as to the appropriate adjustment to the Exercise Ratio, or as to any determination specified to be made by the Calculation Agent in these Terms and Conditions, and following consultation between the Company, the Calculation Agent and an Independent Expert, a written opinion of such Independent Expert in respect thereof shall be conclusive and binding on the Company, the Holders, the Registrar and the Calculation Agent, save in the case of wilful default, bad faith or manifest error.

 

9.

Suspension of the ability to exercise the ABSA Warrants

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company’s shareholders, the Company will be entitled to suspend the exercise of the ABSA Warrants for a period that may not exceed the shorter of three months or any other required period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 9 the first day of which falls during the period of 120 days prior to the day which (but for the operation of this Condition 9) would be the last day of the Exercise Period, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company’s decision to suspend the ability to exercise the ABSA Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the ABSA Warrants will begin and end. At the same time, this information will also be the object of a notice published by the Company pursuant to Condition 13 and (if the rules of the Trading Market so require) a notice published by the Trading Market.

 

 

A-15


10.

Modification of the rules for profit distribution, capital amortization, modification of the legal form or corporate purpose of the Company - reduction of the Company’s share capital due to losses

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5(a):

 

  (i)

the Company may modify its form or corporate purpose without the approval of the Holders’ General Meeting;

 

  (ii)

the Company may, without requesting the approval of the Holders’ General Meeting, amortize its share capital, modify the allocation of its profits or issue preferred shares, as long as there are outstanding/unexercised ABSA Warrants, provided that it has taken the necessary measures to preserve the rights of the Holders (see Condition 5 above);

 

  (iii)

in case of a reduction in the Company’s share capital motivated by losses and carried out by reducing the nominal amount or the number of Shares making up the share capital, the rights of the Holders will be reduced accordingly, as if they had exercised the ABSA Warrants before the date on which the capital reduction became effective. In case of a reduction in the Company’s share capital by reducing the number of Shares, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio in force before the reduction in the number of Shares and the ratio of the number of shares outstanding to the number of Shares and the following ratio:

Number of Shares forming the share capital after the transaction

 

                              

Number of Shares forming the share capital before the transaction

 

11.

New issues and assimilation

The Company may issue other warrants fungible with (assimilable) the ABSA Warrants. To the extent that these similar (assimilable) warrants and the ABSA Warrants will confer identical rights in all respects and that the terms and conditions of these warrants are identical to these of the ABSA Warrants, the Holders and the holders of those warrants will be regrouped in a single masse for the defense of their common interests.

 

12.

Absence of restriction in the Company’s by-laws on the free negotiability of the ABSA Warrants and the ABSA Warrant Shares to be issued upon exercise

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the ABSA Warrants and the Shares comprising the Company’s share capital.

 

13.

Notices

Except as otherwise provided herein, notices to Holders will be given by means of a notice posted on the Company’s website (www.dbv-technologies.com).

 

14.

Taxes

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of ABSA Warrant Shares upon exercise of the ABSA Warrants.

 

 

A-16


15.

Successor and Assigns

These Terms and Conditions of the ABSA Warrants shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets (including by way of contribution, spin-off or partial spin-off). The Company may not assign the ABSA Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

 

16.

Third Party Rights

These ABSA Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions of the ABSA Warrants or any other term of these ABSA Warrants.

 

17.

Governing Law

These Terms and Conditions of the ABSA Warrants shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the ABSA Warrants or the transactions contemplated by these Terms and Conditions of the ABSA Warrants will be submitted to the exclusive jurisdiction of the Paris court of economical activities (Tribunal des activités économiques de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

 

A-17


Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [•]

Copy to: Company

Attention: Finance Department - DBV [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

EXERCISE NOTICE

Reference is made to the ABSA Warrants (ISIN code: FR001400TXA1), issued on April 7, 2025, by DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros [•] and having its registered office at 107 avenue de la République, 92320 Châtillon, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the ABSA Warrants.

The undersigned, [•], residing [•], having a full knowledge of the Company’s by-laws and the Terms and Conditions of the ABSA Warrants, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the ABSA Warrants, it being understood and agreed that one ABSA Warrant is exercisable for such number of Shares as is determined by the Calculation Agent in accordance with Condition 4 based on the Exercise Ratio in effect on the Exercise Date, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) ABSA Warrants out of the ___________________ ABSA Warrants held by the undersigned.

As a result of the above, the undersigned:

 

   

hereby subscribes to the number of ABSA Warrant Shares calculated in accordance with the Conditions in respect of this exercise (the “Exercised Shares”),

 

   

pays in whole and immediately an Aggregate Exercise Price (as defined in Condition 2(b)) amounting to €[LETTERS] (€[NUMBERS])2 by wire transfer of immediately available funds in Euros to on the account number [•] open in the name of the Company at Registrar, bank code [•], guichet code [•], RIB key [•], Swift [•], IBAN [•] of the corresponding amount;

Pursuant to Condition 2(e), on the Exercised Shares Delivery Date, the Exercised Shares will be credited3:

 

2

Per the definition thereof, the Aggregate Exercise Price is equal to the product (rounded up to the nearest whole multiple of 0.01) of:

(A) Euro 1.5939 (being the Exercise Price per ABSA Warrant); and

(B) the number of ABSA Warrants being exercised pursuant to this Exercise Notice.

 

3 

Please modify according to your choice.

 

 

A-18


  (i)

to the undersigned’s securities account opened in the name of the undersigned with the Registrar, or

 

  (ii)

to the following undersigned’s securities account [•].

Subscription Date:________________________________

Name:________________________________________

By:________________________

Name:_____________________

Title:_______________________

Dated:_____________________

 

 

A-19


Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [•]

Copy to: Company

Attention: [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

The Registrar hereby acknowledges this Exercise Notice attached hereto.

Date: ____________________________________

By: _______________________________________

Name: ____________________________________

Title: ______________________________________

 

  

 

 


[EXHIBIT B

TERMS AND CONDITIONS OF THE FIRST PRE-FUNDED WARRANTS]

 

 

 


NEITHER THE FIRST PRE-FUNDED WARRANTS NOR THE FIRST PFW SHARES INTO WHICH THESE WARRANTS ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, UNTIL THE FIRST PRE-FUNDED WARRANTS AND THE FIRST PFW SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

TERMS AND CONDITIONS OF THE FIRST PRE-FUNDED WARRANTS

THESE TERMS AND CONDITIONS OF THE FIRST PRE-FUNDED WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE FIRST PRE-FUNDED WARRANTS. IN ACCORDANCE WITH FRENCH LAW, THE FIRST PRE-FUNDED WARRANTS ARE FULLY DEMATERIALIZED.

DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros 10,285,886.80 and having its registered office at 107 avenue de la République, 92320 Châtillon (the “Company”), hereby issues by decisions of the Board of Directors and, upon subdelegation, of the Chief Executive Officer (Directeur Général) acting pursuant to the power delegated to it by the Company’s shareholders at the general meeting held on May 16, 2024, in its 24th resolution, to the Investors named in the Subscription Agreements (as defined herein) and in accordance with the terms thereof, on the Issue Date, an aggregate of 34,090,004 ABSAs (as defined herein) and an aggregate of 71,005,656 units (the “PFW-BS-PFWs”), each PFW-BS-PFW consisting of (i) one bon de souscription dactions préfinancé (a “First Pre-Funded Warrant”) to subscribe initially for one (1) Shares (as defined herein) per First Pre-Funded Warrant (a “First PFW Share”) at such exercise price and otherwise on such terms and conditions as are set out herein (the “Terms and Conditions of the First Pre-Funded Warrants” or the “Conditions”) and (ii) one warrant (a “BS Warrant”) to subscribe for one (1) bon de souscription dactions préfinancé (a “Second Pre-Funded Warrant”) allowing to subscribe initially for one point seventy five (1.75) Shares per Second Pre-Funded Warrant. The First Pre-Funded Warrants shall not be admitted to trading on any stock exchange or trading market. The First Pre-Funded Warrants shall be admitted to the operations of Euroclear France SA. Each one (1) First Pre-Funded Warrant is exercisable initially for one (1) Share (the “Exercise Ratio”) at such exercise price as was pre-funded to the Company on or prior to the Issue Date (except for a portion of the exercise price of Euro 0.01 per First Pre-Funded Warrant (the “Exercise Price”) payable upon exercise thereof).

 

 

B-1


1.

INTERPRETATION

For the purposes of these Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

 

ABSAs    has the meaning ascribed to this term in the Subscription Agreement;
Admission    means admission to trading on the Trading Market, and the terms “Admit” and “Admitted shall be construed accordingly;
ADS    means American Depositary Shares, each ADS representing the right to receive five (5) Shares;
Affiliate    means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act or, in respect of any control governed by French law, under Article L. 233-3 of the French Commercial Code;
Aggregate Exercise Price    has the meaning given in Condition 2(c);
Attribution Parties    means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act; or, with respect to the French FDI Regime, as defined therein. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Beneficial Ownership Limitation (as defined in Condition 2(f));
Business Day    means a weekday, other than a Saturday, Sunday, U.S. federal holiday or a day on which banks in Paris, France or The City of New York are authorized or required by law to be closed to the public;
Calculation Agent    has the meaning given in Condition 8;
Company    has the meaning given in the introduction;
Euroclear France    has the meaning given in Condition 6;
Euronext Paris    means the regulated market of Euronext Paris S.A. (or any successor thereto) in Paris;
Exchange Act    means the Securities Exchange Act of 1934, as amended;
Exercise Date    means, in relation to any exercise of these First Pre-Funded Warrants, the date on which the Aggregate Exercise Price for the First Pre-Funded Warrants is received by the Registrar, together with a copy of a duly completed Exercise Notice in accordance with Conditions 2(c) and 2(d);
Exercise Notice    has the meaning given in Condition 2(c);

 

 

B-2


Exercise Period    has the meaning given in Condition 2(a);
Exercise Price    has the meaning given in the introduction;
Exercise Ratio    has the meaning given in the introduction;
Exercised Shares    has the meaning given in Appendix A;
Exercised Shares Delivery Date    has the meaning given in Condition 2(e);
First PFW Shares    has the meaning given in the introduction;
First Pre-Funded Warrants    has the meaning given in the introduction;
French Commercial Code    means the French Code de Commerce;
French FDI Regime    has the meaning given in Condition 2(f);
French Monetary and Financial Code    means the French Code monétaire et financier;
Group    means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder;
Holder    means any Person who has title to these First Pre-Funded Warrants;
Investor    means the investor(s) purchasing First Pre-Funded Warrants pursuant to the Subscription Agreements;
Issue Date    means the date of issue of these First Pre-Funded Warrants, being on or about April 7, 2025;
Person(s)    means an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or any agency or political subdivision thereof) or any other entity of any kind;
PFW-BS-PFW    has the meaning given in the introduction;
Record Date    means, in respect of any transaction giving rise to an adjustment of the Exercise Ratio pursuant this Condition 5(a) or Condition 10, (i) the date on which the ownership of the Shares is established so as to determine which holder of Shares are the beneficiaries of a given transaction or may take part in a transaction and, in particular, to which holder of Shares, a dividend, a distribution or an allocation, announced or voted as of this date or announced or voted prior to this date, should be paid, delivered, or completed; or (ii) (if such a date cannot be determined as provided in (i) above in the case of a transaction pursuant to paragraph 9 of Condition 5(a)) such date as is determined in good faith to be appropriate by an Independent Expert.

 

 

B-3


Registrar    means the registrar of the First Pre-Funded Warrants on behalf of the Company from time to time as specified in writing by the Company to the Holders of the First Pre-Funded Warrants and, as of the Issue Date, currently Société Générale Securities Services;

Second Pre-Funded

Warrants

   has the meaning given in the introduction;
Securities Act    means the Securities Act of 1933, as amended;
Shares    means the ordinary shares with a nominal value of (as at the Issue Date) Euro 0.10 each in the share capital of the Company;
Share Equivalents    means any securities of the Company or the subsidiaries which would entitle the holder thereof to acquire at any time Shares or ADSs, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or ADSs;
Subscription Agreement    means each of the securities purchase agreements dated March 27, 2025 by and between the Company and each of the Investors thereto pursuant to which the ABSAs and the PFW-BS-PFWs are issued by the Company and purchased by the Investors;
Terms and Conditions of the First Pre-Funded Warrants    has the meaning given in the introduction;
Trading Day    means any day (other than a Saturday or Sunday) on which the Shares are traded on the Trading Market in respect thereof, other than a day on which such trading ceases prior to the usual closing time, whether such cessation is scheduled (as it is often the case regarding trading on Euronext Paris on 24 and 31 December) or unscheduled;
Trading Market    means (i) Euronext Paris, or (ii) if the Shares (or, as applicable, any other securities referred to in Condition 5(a)) are no longer admitted to trading on Euronext Paris at the relevant time, the principal stock exchange or market on which the Shares (or, as applicable, such other securities) are admitted to trading at such time;
Transaction    has the meaning given in Condition 5(a); and
VWAP    means, in respect of the Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security on such day on the Trading Market as published by or derived from Bloomberg page HP (or any successor page) (setting “PR094 VWAP (Vol Weighted Average Price)”, or any successor setting) in respect of such Share or other security for such Trading Market (such page being as at the Issue Date of the First Pre-Funded Warrants, in the case of the Share, DBV FP Equity HP), provided that in the case of a VWAP to be observed over a period comprising several Trading Days, such VWAP shall be equal to the volume-weighted average of the relevant daily VWAPs (the daily volumes to be used for the purpose of determining such weighted average being the volumes as published on such Bloomberg page HP (or any successor page), setting “VWAP Volume” (or any successor setting)), as determined by the Calculation Agent.

 

 

B-4


Condition headings are included for the convenience of the parties only and do not affect the interpretation of the First Pre-Funded Warrants.

 

2.

Exercise

 

  (a)

Exercise Period

Subject to the conditions and limitations specifically provided herein, the First Pre-Funded Warrants may be exercised by their Holder, in whole or (subject always to exercising a whole number of First Pre-Funded Warrants) in part, in one or more instances, for cash, at any time and from time to time on any Business Day during the period commencing on (and including) the Issue Date to (and including) April 7, 2035 (as may be extended pursuant to Condition 9, the “Exercise Period”).

Any First Pre-Funded Warrant which has not been exercised on or prior to the last day of the Exercise Period shall become null and void and the rights of the Holder to exercise such First Pre-Funded Warrant shall lapse.

 

  (b)

Exercise Price

The exercise price of each First Pre-Funded Warrant, except for a portion of the exercise price per First Pre-Funded Warrant payable upon exercise thereof and equal to the Exercise Price (being Euro 0.01), was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of the First Pre-Funded Warrants. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per First Pre-Funded Warrant shall be, in respect of any exercise of a First Pre-Funded Warrant, the Exercise Price (being Euro 0.01).

Subject to Condition 4, each First Pre-Funded Warrant is exercisable into a number of First PFW Warrant Share equal to the Exercise Ratio in effect on the relevant Exercise Date.

 

  (c)

Terms of exercise

In order to exercise the First Pre-Funded Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the First Pre-Funded Warrants, which Exercise Notice shall specify the number of First Pre-Funded Warrants to be exercised (for the number of First PFW Shares as determined by the Calculation Agent pursuant to

 

 

B-5


Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.01) and (ii) the number of First Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some or all of its First Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each First Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

 

  (d)

Confirmation of Exercise

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(c), the Registrar shall as soon as practicable, but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send, by facsimile transmission or by email, with a copy to the Company and the Calculation Agent, a confirmation of receipt of such Aggregate Exercise Price (if applicable) and Exercise Notice in the form of the notice at Appendix B to the Holder through its intermediary.

 

  (e)

Issue of First PFW Shares Upon Exercise

In the event of any exercise of the rights represented by the First Pre-Funded Warrants in accordance with Condition 2(c), the Company shall allot and issue to the Holder the First PFW Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the fourth Business Day following the Exercise Date (the “Exercised Shares Delivery Date”), credit such aggregate number of First PFW Shares to which the Holder shall be entitled to and as notified in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice. Notwithstanding the foregoing, with respect to any Exercise Notice delivered on or prior to 4:00 p.m. (New York City time) two Business Days prior to the Issue Date, the Company agrees to deliver the First PFW Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Exercised Shares Delivery Date for purposes hereunder, provided that, if applicable, payment of the Aggregate Exercise Price is received by such Exercised Shares Delivery Date.

 

 

B-6


The Company’s obligation to issue First PFW Shares upon exercise of the First Pre-Funded Warrants shall not be subject to (i) any set-off or defense or (ii) any claims against any holder of First Pre-Funded Warrants however arising.

 

  (f)

Holder’s Exercise Limitations.

The Holder shall not have the right to exercise any portion of the First Pre-Funded Warrants, pursuant to Condition 2 or otherwise, to the extent that immediately prior to or after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Company or the Holder has determined that the Holder (together with its Attribution Parties), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), and the Company shall ensure that the Registrar shall only effectuate the exercise of any portion of the First Pre-Funded Warrants if both the Company and the Holder have signed the relevant exercise notice. For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares held by the Holder and its Attribution Parties plus the number of First PFW Shares issued upon exercise of the First Pre-Funded Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of First Pre-Funded Warrants beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Condition 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder or, with respect to the French FDI Regime, in accordance therewith, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act or the French FDI Regime and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Condition 2(f) applies, the determination of whether the First Pre-Funded Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the First Pre-Funded Warrants is exercisable shall be in the joint determination of the Holder and the Company in reliance on the information regarding beneficial ownership of the Holder and the Attribution Parties provided by the Holder, and the submission of an Exercise Notice shall be deemed to be the joint determination of whether the First Pre-Funded Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the First Pre-Funded Warrants is exercisable, in each case subject to the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act. For purposes of this Condition 2(f), in determining the number of outstanding Shares the Holder may acquire upon exercise of the First Pre-Funded Warrants without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the U.S. Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the

 

 

B-7

 


Company setting forth the number of Shares outstanding. The Company shall provide reasonable assistance to the Holder to determine the number of Shares outstanding and, upon written request of the Holder, the Company shall within two (2) Business Days confirm in writing or by electronic mail to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the First Pre-Funded Warrants, by the Holder or its Attribution Parties since the date as of which such number of outstanding Shares was reported. In the event that the exercise of the Pre-Funded Warrants would result in the issuance of Warrant Shares to the Holder in an amount that would result in the Holder or the Attribution Parties beneficially owning in excess of the Beneficial Ownership Limitation, the Company shall, if it is aware of the exercise request in violation prior to settlement, work with the Registrar to the extent reasonably practicable to cancel the exercise so that it is deemed null and void ab initio to the extent that the exercise would result in the issuance of Warrant Shares in excess of the Beneficial Ownership Limitation (such Shares in excess of the Beneficial Ownership Limitation, the “Excess Shares”), and the Holder shall not vote or transfer any Excess Shares. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the First Pre-Funded Warrants. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Condition 2(f), provided that (a) to the extent required by law, in the cases of Beneficial Ownership Limitation increased above 9.99%, the Holder has obtained from the French Ministry of Economy through an authorization request or prior notification, in accordance with Articles L. 151-3 and seq., R. 151-4 and seq. of the French Monetary and Financial Code, Decree no. 2020-892 of July 22, 2020, as amended by Decree no. 2022-1622 of December 23, 2022 and Decree no. 2023-1293 of December 28, 2023, as amended from time to time (the “French FDI Regime”), either (i) a written response from the French Ministry of Economy confirming that the exercise of the First Pre-Funded Warrant and, therefore, the acquisition of First PFW Shares that would cause the Holder to beneficially own Shares (including First PFW Shares) in excess of 9.99% of the voting rights of the Company (the “10% Crossing Event”) is not subject to the prior authorization procedure referred to in Articles R. 151-5 and seq. of the French Monetary and Financial Code or (ii) in accordance with Articles R. 151-6 and seq. of the French Monetary and Financial Code or Article 2 of Decree no. 2020-892 of July 22, 2020, the authorization (express or tacit) to proceed with the 10% Crossing Event and (b) the Beneficial Ownership Limitation in no event exceeds (i) with respect to the limitations under Section 13(d) of the Exchange Act, 19.99% of the number of Shares (the “19.99% Cap”) and (ii) with respect to the French FDI Regime, 24.99% of the voting rights (the “24.99% Cap”), in each case, outstanding immediately after giving effect to the issuance of First PFW Shares upon exercise of the First Pre-Funded Warrants held by the Holder and the provisions of this Condition 2(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty first (61st) day after such notice is delivered to the Company. Notwithstanding the foregoing, at any time as from the date of announcement of any cash tender offer, exchange offer or any combination thereof (including any offre publique dachat, offre publique déchange, offre alternative, offre mixte) regarding the Company or in case of a reduction of capital non motivated by losses, any Holder may increase, waive or amend the Beneficial Ownership Limitation effective two (2) Business Days upon written notice to the Company, provided, however, that the Beneficial Ownership Limitation may not be increased pursuant to this sentence to an amount in excess of the

 

 

B-8


19.99% Cap or the 24.99% Cap. Any decrease in the Beneficial Ownership Limitation will not be effective until two (2) Business Days after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Condition 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the First Pre-Funded Warrants. The Company agrees to promptly execute the Notice of Exercise upon receipt unless it reasonably believes that the Holder’s exercise would violate Condition 2(f).

The Calculation Agent shall not be responsible for performing any calculation or other determination provided for in this Condition 2(f).

 

  (g)

Fundamental Transactions

If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital tender shares representing more than 50% of the voting power of the share capital of the Company and the Company or such other Person, as applicable, accepts such tender for payment or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, spin-off) with another Person whereby such other Person acquires more than the 50% of the voting power of the share capital of the Company (except for any such transaction in which the shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) (in any such case, a “Fundamental Transaction”), then, notwithstanding Condition 2(f) or the 19.99% Cap or the 24.99% Cap, following such Fundamental Transaction and to the extent such Fundamental Transaction does not already trigger the application of the adjustment provisions contained in Condition 5(a) or Condition 10 or benefits from, or is subject to, a mandatory provision of French law, the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”).

 

3.

First PFW Shares

 

  (a)

Form of First PFW Shares

The First PFW Shares will be, at the option of the Holder, (i) held in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

 

 

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  (b)

Dividend Due Date and Rights Attached to the First PFW Shares

Upon issue, First PFW Shares allotted pursuant to an Exercise Notice will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

First PFW Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

Once issued, application will be made, on date of issuance, by the Registrar on behalf of the Company for the First PFW Shares to be admitted to trading on the Trading Market, on the same quotation line as the Shares.

 

  (c)

Transfer of First PFW Shares

Subject to compliance with any applicable securities laws, First PFW Shares will, upon issuance, be freely negotiable and transferable as from the date of their entry in a securities account.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the First PFW Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the First PFW Shares upon exercise of the First Pre-Funded Warrants to be admitted to Euroclear France.

 

4.

Fractional Interests

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of First PFW Shares that would have been obtained if First Pre-Funded Warrants had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5(a) and the value of the First PFW Shares that would have been obtained in the event of exercising the First Pre-Funded Warrants immediately after the implementation of that Transaction.

In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5(a) (or, as the case may be, Condition 10), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded.

The First PFW Shares, however, may only be delivered in a whole number of Shares.

No fractional Shares shall be issuable upon the exercise of a First Pre-Funded Warrant, provided that the number of First PFW Shares to be delivered in respect of any exercise of one or more First Pre-Funded Warrants pursuant to any one Exercise Notice shall be determined by the Calculation Agent, and notified to the Company and the Registrar, no later than 5:00 p.m. Paris time, on the Business Day immediately following the Exercise Date in respect of such exercise, as the product (rounded down to the nearest whole multiple of one Share) of (i) the Exchange

 

 

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Ratio in effect on the Exercise Date in respect of such exercise and (ii) the number of First Pre-Funded Warrants so exercised pursuant to such Exercise Notice, and the Holder will receive from the Company a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of (x) the fractional share (if any) so rounded down and (y) the closing price of a Share on the Trading Market on the last Trading Day preceding such Exercise Date.

 

5.

Adjustments of the Exercise Ratio

 

  (a)

Adjustments to the Exercise Ratio

First Pre-Funded Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Articles L. 228-91 et seq. of the French Commercial Code.

The Exercise Ratio will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99, 1°) and L. 228-99, 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights limited to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any First Pre-Funded Warrants are outstanding and upon the completion of any of the following transactions (each, a “Transaction”):

 

   

financial transactions (issuance of Shares or any other securities of any nature) with listed preferential subscription rights or by free allocation of listed subscription warrants;

 

   

free allocation of Shares to shareholders, regrouping or splitting Shares;

 

   

incorporation of reserves, profits or premiums into equity, by increasing the nominal value of the Shares;

 

   

distribution of reserves and of any Share premium, in cash or in kind;

 

   

free allocation, to the shareholders of the Company of any securities of the Company (except Shares);

 

   

merger by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off, or division (scission) of the Company;

 

   

buyback of its own Shares at a price higher than the Trading Market price;

 

   

amortization of the share capital; and

 

   

change in the allocation of profits and/or creation of preferred Shares;

 

 

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in each case the Record Date of which falls on or after the Issue Date (save in the case of any exercised First Pre-Funded Warrant if the date of issuance of the First PFW Shares in respect of such exercise falls on or before such Record Date), the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio (or as otherwise prescribed) in accordance with the conditions below.

Adjustments to the Exchange Ratio carried out in accordance with the conditions below (or Condition 10) will become effective on the date on which the Transaction triggering such adjustment is completed.

 

  1.

(a)For financial transactions (issuance of Shares or any other securities of any nature) with listed preferential right to subscription, the new Exercise Ratio will be determined by the Calculation Agent and will equal the product of the Exercise Ratio applicable before the start of the Transaction at issue and the following ratio:

Value of a Share after detachment of the preferential subscription right

+Value of the preferential subscription right

 

 

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, (i) the value of a Share after detachment of the preferential subscription right will be equal to the average of the opening prices (if any) of the Share on the Trading Market for the Shares on all Trading Days included in the subscription period and (ii) the value of the preferential subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Trading Market for the preferential subscription right on all Trading Days included in the subscription period.

 

  (b)

For financial transactions carried out through the free allocation of listed subscription warrants to shareholders with a correlative ability to sell the securities resulting from subscription warrants not exercised by the holders during the period of subscription which has opened to them, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio before the start of the Transaction contemplated and of the following ratio:

Value of a Share after detachment of the subscription warrant

+Value of the subscription warrant

 

 

Value of a Share after detachment of the subscription warrant

 

   

the value of a Share after detachment of the subscription warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of the Shares on the Trading Market on each Trading Day included in the subscription period, and, if there is a rump placement, (ii) either (a) the sale price of the Shares sold in the rump placement (and applying the volume of Shares sold in the offering to the sale price), if such securities are fungible with the Shares, or (b) the trading prices (if any) of the Shares on the Trading Market on the day the sale price for the securities sold in the rump placement is fixed, if such securities are not fungible with the Shares;

 

 

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the value of the subscription warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of the subscription warrants on the Trading Market on each Trading Day included in the subscription period, and (ii) the implicit value of the subscription warrants (applying to this amount the corresponding number of warrants exercised in respect of the securities sold in the offering), being equal to either (a) the difference, if positive, adjusted by the warrant exercise ratio, between the sale price of the securities sold in the rump placement and the subscription price of the securities upon the exercise of the subscription warrants, or (b) if such difference as aforesaid is not positive, zero (0).

 

  2.

In case of a free allocation of Shares to shareholders, and also in case of regrouping or splitting of Shares, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Number of Shares forming the share capital after the Transaction

 

 

Number of Shares forming the share capital before the Transaction

 

  3.

In case of a capital increase by incorporation of reserves, profits or premiums carried out by increasing the nominal value of the Shares, the nominal value of the First PFW Shares the Holders could obtain by exercising their First Pre-Funded Warrants will be determined by the Calculation Agent and will be increased in due proportion.

 

  4.

In case of a distribution of reserves and of any share premiums, either in cash or in kind (securities in portfolio...), the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Value of a Share before distribution

 

 

Value of a Share before distribution

 

   

Amount per Share of the distribution or value of securities or assets distributed per Share.

For the calculation of this ratio:

 

   

the value of a Share before the distribution will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution;

 

   

if distribution is made in kind:

 

   

in case of delivery of securities already listed on a Trading Market, the value of the securities will be equal to the VWAP of the securities over the period comprising the last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution and on which such securities are traded on the Trading Market in respect thereof,

 

   

in case of delivery of securities not yet listed on a Trading Market, the value of securities remitted will be equal, if they are to be listed on a Trading Market during the ten Trading Days’ period starting from (and including) the Trading Day on which the Shares are first traded ex-distribution, to the VWAP of such securities over the period comprising the three first Trading Days included in such ten Trading Days’ period and on which such securities are traded on the Trading Market in respect thereof, and

 

   

in all other cases (delivery of securities not listed on a Trading Market or listed on fewer than three Trading Days within the ten Trading Days’ period mentioned above or distribution of assets or the value of the securities or the assets not being capable of being determined in accordance with the

 

 

B-13


 

foregoing), the value of the securities or the assets delivered per Share shall be determined by an independent expert of international reputation appointed by the Company, which may include the Calculation Agent acting for this purpose in such capacity (as may be agreed at the relevant time between the Company and the Calculation Agent), appointed from time to time by the Company at its own expense (the “Independent Expert”).

 

  5.

In case of a free allocation to shareholders of securities, other than Shares and subject to paragraph 1(b) above, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to:

 

  (a)

if the rights to the free allocation of securities are listed on a Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Share price ex-right to free allocation + value of the right to free allocation

 

 

Share price ex-right to free allocation

For the calculation of this ratio:

 

   

the value of the Share price ex-right of free allocation will be equal to the VWAP of the Shares over the period comprising the first ten Trading Days starting on the Trading Day on which the Shares are first traded ex-right of free allocation;

 

   

the value of the right to free allocation will be equal to the VWAP of the right to free allocation over the ten Trading Days’ period referred to above.

If the right to free allocation is not traded on the Trading Market in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Independent Expert instead.

 

  (b)

if the right to free allocation of securities are not listed on a Trading Market or the value of the right to free allocation cannot be determined as provided in (a) above, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Share price ex-right to free allocation

+ Value of that/those security(ies) allocated per Share

 

 

Share price ex-right to free allocation

For the calculation of this ratio:

 

   

the Share price ex-right to allocation will be determined as in paragraph (a) above;

 

   

if these securities are listed or are to be listed on a Trading Market within ten Trading Days starting from the Trading Day on which the Shares are first traded ex-distribution, the value of the securities allocated per Share will be equal to the VWAP of these securities listed on such Trading Market over the period comprising the three first Trading Days included in this ten Trading Days’ period and on which such securities are traded on such Trading Market. If the allocated securities are not so traded on such Trading Market on at least three Trading Days during such Trading Days’ period, the value of these securities will be determined by an Independent Expert.

 

 

B-14


  6.

In case of an absorption of the Company by another company (fusion par absorption) or a merger with one or more companies resulting in the incorporation of a new company(fusion par création d’une nouvelle société), a spin-off or division (scission) of the Company, the exercise of the First Pre-Funded Warrants will allow allocation of shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off.

The new Exercise Ratio will be determined by the Calculation Agent (if the Calculation Agent determines in its sole discretion it is capable of making such adjustment) or (otherwise) by an Independent Expert by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

 

  7.

In case of a buyback of the Company of its own Shares at a price higher than the stock exchange price, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the buyback and the following ratio:

Share price x (1-Pc%)

 

 

Share price – Pc% x Buyback price

For the calculation of this ratio:

 

   

Share price means the VWAP of the Shares over the period comprising the three last Trading Days preceding the buyback (or the ability of buyback):

 

   

Pc% means the percentage of total share capital repurchased; and

 

   

Buyback price means the effective buyback price.

 

  8.

In case of amortization of the share capital of the Company, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio on the date before the start of the contemplated Transaction and of the following ratio:

Value of a Share before amortization

 

 

Value of a Share before amortization—amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Trading Day on which the Shares are first traded ex-amortization.

 

  9.

(a) In case of a change in the allocation of profits and/or creation of new preferred shares resulting in such modification by the Company, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio before the start of the contemplated Transaction and the following ratio:

Share price before modification

 

 

Share price before modification—reduction per Share of the right to profits.

For the calculation of this ratio:

 

   

the Share price before modification means the VWAP of the Shares over the period comprising the last three Trading Days preceding the date of modification;

 

 

B-15


   

the reduction by Share on the right to profits will be determined by an Independent Expert and will be submitted to the approval of the Holders’ General Meeting (as defined in Condition 7).

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of First Pre-Funded Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above, as applicable.

 

  (b)

in case of creation of preferred shares without a modification in the distribution of profits, the adjustment of the Exercise Ratio that would be necessary will be determined by an Independent Expert.

If the Company were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

 

  (b)

Retroactive Adjustments

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of First Pre-Funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Pre-Funded Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive).

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Pre-funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such First Pre-Funded Warrants such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date.

The relevant holder of such First Pre-Funded Warrants will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

 

  (c)

Notification of Adjustments

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 13 within three (3) Business Days of the effectiveness of the adjustment.

 

 

B-16


The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

 

6.

Form, Title and Transfer of First Pre-Funded Warrants

The First Pre-Funded Warrants will be held in dematerialized bearer form (au porteur) in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Subject to compliance with any applicable securities laws, the First Pre-Funded Warrants are freely negotiable.

First Pre-Funded Warrants shall not be listed on Euronext Paris or on any other stock exchange.

Title to the First Pre-Funded Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the First Pre-Funded Warrants.

The First Pre-Funded Warrants will, upon issue, be inscribed in the books of Euroclear France SA (“Euroclear France”), which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the First Pre-Funded Warrants shall be evidenced by entries in the books of such intermediary institutions, and transfer of the First Pre-Funded Warrants may only be effected through registration of the transfer in their books.

 

7.

Representation of Holders

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders’ General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”).

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the First Pre-Funded Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions of the First Pre-Funded Warrants and to approve any decision that has an impact on the conditions for subscription of the First PFW Shares determined within the scope of these Terms and Conditions of the First Pre-Funded Warrants.

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders’ General Meeting will be given by way of a press release published by the Company which will also be posted on its website (www.dbv-technologies.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

 

 

B-17


Each Holder has the right to participate in a Holders’ General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by videoconference or by any other means of telecommunication allowing the identification of participating Holders, as provided mutatis mutandis by Article R. 223-30-1 of the French Commercial Code.

Decisions of the Holders’ General Meetings once approved will be published by way of a press release posted by the Company on its website (www.dbv-technologies.com).

 

8.

Calculation Agent, Independent Expert

The Company has appointed Conv-Ex Advisors Limited as calculation agent (the “Calculation Agent”).

The Company reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any First Pre-Funded Warrant is outstanding, there will at all times be a Calculation Agent.

The Calculation Agent is acting exclusively as an agent for, and upon request from, the Company. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the First Pre-Funded Warrants (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Calculation Agent (acting in such capacity) nor any Independent Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable nor shall they incur any liability as against, the Holders, the Representative and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

The Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Company and the Calculation Agent at the latest on the Issue Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Company, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

If any doubt shall arise as to whether an adjustment is to be made to the Exercise Ratio or as to the appropriate adjustment to the Exercise Ratio, or as to any determination specified to be made by the Calculation Agent in these Terms and Conditions, and following consultation between the Company, the Calculation Agent and an Independent Expert, a written opinion of such Independent Expert in respect thereof shall be conclusive and binding on the Company, the Holders, the Registrar and the Calculation Agent, save in the case of wilful default, bad faith or manifest error.

 

9.

Suspension of the ability to exercise the First Pre-Funded Warrants

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company’s shareholders, the Company will be entitled to suspend the exercise of the First Pre-Funded Warrants for a period that may not exceed the shorter of three months or any other required period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 9 the first day of which falls during the period of 120 days prior

 

 

B-18


to the day which (but for the operation of this Condition 9) would be the last day of the Exercise Period, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company’s decision to suspend the ability to exercise the First Pre-Funded Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the First Pre-Funded Warrants will begin and end. At the same time, this information will also be the object of a notice published by the Company pursuant to Condition 13 and (if the rules of the Trading Market so require) a notice published by the Trading Market.

 

10.

Modification of the rules for profit distribution, capital amortization, modification of the legal form or corporate purpose of the Company - reduction of the Company’s share capital due to losses

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5(a):

 

  (i)

the Company may modify its form or corporate purpose without the approval of the Holders’ General Meeting;

 

  (ii)

the Company may, without requesting the approval of the Holders’ General Meeting, amortize its share capital, modify the allocation of its profits or issue preferred shares, as long as there are outstanding/unexercised First Pre-Funded Warrants, provided that it has taken the necessary measures to preserve the rights of the Holders (see Condition 5 above);

 

  (iii)

in case of a reduction in the Company’s share capital motivated by losses and carried out by reducing the nominal amount or the number of Shares making up the share capital, the rights of the Holders will be reduced accordingly, as if they had exercised the First Pre-Funded Warrants before the date on which the capital reduction became effective. In case of a reduction in the Company’s share capital by reducing the number of Shares, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio in force before the reduction in the number of Shares and the ratio of the number of Shares outstanding to the number of shares and the following ratio:

Number of Shares forming the share capital after the transaction

 

 

Number of Shares forming the share capital before the transaction

 

11.

New issues and assimilation

The Company may issue other warrants fungible with (assimilable) the First Pre-Funded Warrants. To the extent that these similar (assimilable) warrants and the First Pre-Funded Warrants will confer identical rights in all respects and that the terms and conditions of those warrants are identical to these of the First Pre-Funded Warrants, the Holders and the holders of those warrants will be regrouped in a single masse for the defense of their common interests.

 

 

B-19


12.

Absence of restriction in the Company’s by-laws on the free negotiability of the First Pre-Funded Warrants and the First PFW Shares to be issued upon exercise

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the First Pre-Funded Warrants and the Shares comprising the Company’s share capital.

 

13.

Notices

Except as otherwise provided herein, notices to Holders will be given by means of a notice posted on the Company’s website (www.dbv-technologies.com).

 

14.

Taxes

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of First PFW Shares upon exercise of the First Pre-Funded Warrants.

 

15.

Successor and Assigns

These Terms and Conditions of the First Pre-Funded Warrants shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets (including by way of contribution, spin-off or partial spin-off). The Company may not assign the First Pre-Funded Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

 

16.

Third Party Rights

These First Pre-Funded Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions of the First Pre-Funded Warrants or any other term of these First Pre-Funded Warrants.

 

17.

Governing Law

These Terms and Conditions of the First Pre-Funded Warrants shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the First Pre-Funded Warrants or the transactions contemplated by these Terms and Conditions of the First Pre-Funded Warrants will be submitted to the exclusive jurisdiction of the Paris court of economical activities (Tribunal des activités économiques de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

 

B-20


Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [•]

Copy to: Company

Attention: Finance Department—DBV [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

EXERCISE NOTICE

Reference is made to the First Pre-Funded Warrants (ISIN code: FR001400YM75), issued on April 7, 2025, by DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros [•] and having its registered office at 107 avenue de la République, 92320 Châtillon, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the First Pre-Funded Warrants.

The undersigned, [•], residing [•], having a full knowledge of the Company’s by-laws and the Terms and Conditions of the First Pre-Funded Warrants, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the First Pre-Funded Warrants, it being understood and agreed that one First Pre-Funded Warrant is exercisable for such number of Shares as is determined by the Calculation Agent in accordance with Condition 4 based on the Exercise Ratio in effect on the Exercise Date, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) First Pre-Funded Warrants out of the ___________________ First Pre-Funded Warrants held by the undersigned.

As a result of the above, the undersigned:

 

   

hereby subscribes to the number of First PFW Shares calculated in accordance with the Conditions in respect of this exercise (the “Exercised Shares”),

 

   

pays in whole and immediately an Aggregate Exercise Price (as defined in Condition 2(b)) amounting to €[LETTERS] (€[NUMBERS])5 by wire transfer of immediately available funds in Euros to on the account number [•] open in the name of the Company at Registrar, bank code [•], guichet code [•], RIB key [•], Swift [•], IBAN [•] of the corresponding amount;

Pursuant to Condition 2(e), on the Exercised Shares Delivery Date, the Exercised Shares will be credited6:

 

5

Per the definition thereof, the Aggregate Exercise Price is equal to the product (rounded up to the nearest whole multiple of 0.01) of:

(A) Euro 0.01 (being the Exercise Price per First Pre-Funded Warrant); and

(B) the number of First Pre-Funded Warrants being exercised pursuant to this Exercise Notice.

 

6 

Please modify according to your choice.

 

 

B-21


  (i)

to the undersigned’s securities account opened in the name of the undersigned with the Registrar, or

 

  (ii)

to the following undersigned’s securities account [•].

Subscription Date:________________________________

Name:________________________________________

By:________________________

Name:_____________________

Title:_______________________

Dated:_____________________

The Company hereby acknowledges the above exercise notice and has, in reliance on the information regarding beneficial ownership of the Holder and the Attribution Parties provided by the Holder, determined that the exercise would not violate Condition 2(f).

By:________________________

Name:_____________________

Title:_______________________

Dated:_____________________

 

 

B-22


Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [•]

Copy to: Company

Attention: [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

The Registrar hereby acknowledges this Exercise Notice attached hereto.

Date: ____________________________________

By: _______________________________________

Name: ____________________________________

Title: ______________________________________

 

 

 


[EXHIBIT C

TERMS AND CONDITIONS OF THE BS WARRANTS]

 

 

 


NEITHER THE BS WARRANTS NOR THE SECOND PRE-FUNDED WARRANTS INTO WHICH THESE BS WARRANTS ARE EXERCISABLE NOR THE SECOND PFW SHARES INTO WHICH THESE SECOND PRE-FUNDED WARRANTS ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, UNTIL THE BS WARRANTS, THE SECOND PRE-FUNDED WARRANTS AND THE SECOND PFW SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

TERMS AND CONDITIONS OF THE BS WARRANTS

THESE TERMS AND CONDITIONS OF THE BS WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE BS WARRANTS. IN ACCORDANCE WITH FRENCH LAW, THE BS WARRANTS ARE FULLY DEMATERIALIZED.

DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros 10,285,886.80 and having its registered office at 107 avenue de la République, 92320 Châtillon (the “Company”), hereby issues by decisions of the Board of Directors and, upon subdelegation, of the Chief Executive Officer (Directeur Général) acting pursuant to the power delegated by the Company’s shareholders at the general meeting held on May 16, 2024, in its 24th resolution, to the Investors named in the Subscription Agreements (as defined herein) and in accordance with the terms thereof, on the Issue Date, an aggregate of 34,090,004 ABSAs (as defined herein) and aggregate of 71,005,656 units (the “PFW-BS-PFWs”), each PFW-BS-PFW consisting of (i) one bon de souscription dactions préfinancé (a “First Pre-Funded Warrant”) to subscribe initially for one (1) Share (as defined herein) per First Pre-Funded Warrant and (ii) one warrant (a “BS Warrant”) to purchase one (1) bon de souscription dactions préfinancé (a “Second Pre-Funded Warrant”) allowing to subscribe initially for one point seventy five (1.75) Shares per Second Pre-Funded Warrant (the “Second PFW Shares”) in accordance with the Terms and Conditions of the Second Pre-Funded Warrants (as defined herein), at such exercise price and otherwise on such terms and conditions as are set out herein (the “Terms and Conditions of the BS Warrants” or the Conditions”). The BS Warrants shall not be admitted to trading on any stock exchange or trading market. The BS Warrants shall be admitted to the operations of Euroclear France SA. Each one (1) BS Warrant is exercisable for one (1) Second Pre-Funded Warrant (the “BS Exercise Ratio”) for a price per Second Pre-Funded Warrant equal to the Exercise Price (as defined herein).

 

1.

INTERPRETATION

For the purposes of these Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

 

ABSAs    has the meaning ascribed to this term in the Subscription Agreement;
Admission    means admission to trading on the Trading Market, and the terms “Admit” and “Admitted” shall be construed accordingly;

 

 

C-1


Aggregate Exercise Price    has the meaning given in Condition 2(c);
BS Exercise Ratio    has the meaning given in the introduction;
BS Warrants    has the meaning given in the introduction;
Business Day    means a weekday, other than a Saturday, Sunday, U.S. federal holiday or a day on which banks in Paris, France or The City of New York are authorized or required by law to be closed to the public;
Calculation Agent    has the meaning given in Condition 7;
Company    has the meaning given in the introduction;
Euroclear France    has the meaning given in Condition 3(c);
Euronext Paris    means the regulated market of Euronext Paris S.A. (or any successor thereto) in Paris;
Exercise Date    means (i) in relation to any exercise of these BS Warrants which occurs during the period from and including the VITESSE Positive Results to and including the last day of the Exercise Period, the last day of the Exercise Period and (ii) in relation to any other exercise of these BS Warrants, the Request Date;
Exercise Notice    has the meaning given in Condition 2(c);
Exercise Period    has the meaning given in Condition 2(a);
Exercise Period of the Second Pre-Funded Warrants    means the “Exercise Period” as such term is defined in the Terms and Conditions of the Second Pre-Funded Warrants;
Exercised PFW Delivery Date    has the meaning given in Condition 2(e);
Exercise Price    has the meaning given in Condition 2(b);
Exercise Ratio of the Second Pre-Funded Warrants    means the “Exercise Ratio” as such term is defined in the Terms and Conditions of the Second Pre-Funded Warrants;
First Pre-Funded Warrants    has the meaning given in the introduction;
French Commercial Code    means the French Code de Commerce;
French Monetary and Financial Code    means the French Code monétaire et financier;
Holder    means any Person who has title to these BS Warrants;
Initial PFW Exercise Ratio    has the meaning given in Condition 4;
Investor    means the investor(s) purchasing BS Warrants pursuant to the Subscription Agreements;

 

 

C-2


Issue Date    means the date of issue of these BS Warrants, being on or about April 7, 2025;
Person(s)    means an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or any agency or political subdivision thereof) or any other entity of any kind;
Reference Date    has the meaning given in Condition 4;
Registrar    means the registrar of the BS Warrants on behalf of the Company from time to time as specified in writing by the Company to the Holders of the BS Warrants and, as of the Issue Date, currently Société Générale Securities Services;
Request Date    means, in relation to any exercise of these BS Warrants, the date on which the Aggregate Exercise Price for the BS Warrants is received by the Registrar, together with a copy of a duly completed Exercise Notice in accordance with Conditions 2(c) and 2(d);
Second PFW Shares    has the meaning given in the introduction;
Second Pre-Funded Warrants    has the meaning given in the introduction;
Shares    means the ordinary shares with a nominal value of Euro 0.10 each in the share capital of the Company;
Subscribed Second Pre-Funded Warrants    has the meaning given in Appendix A;
Subscription Agreement    means each of the securities purchase agreements dated March 27, 2025 by and between the Company and each of the Investors thereto pursuant to which the ABSAs and the PFW-BS-PFWs are issued by the Company and purchased by the Investors;
Terms and Conditions of the BS Warrants    has the meaning given in the introduction;
Terms and Conditions of the Second Pre-Funded Warrants    has the meaning given in Condition 3(b);
Trading Market    means (i) Euronext Paris, or (ii) if the Shares (or, as applicable, any other securities referred to in Condition 5) are no longer admitted to trading on Euronext Paris at the relevant time, the principal stock exchange or market on which the Shares (or, as applicable, such other securities) are admitted to trading at such time;
VITESSE Positive Results    means the publication by the Company of a press release announcing that the ongoing VITESSE trial of VIASKIN peanut in 4-7 year old (NCT05741476) met the primary endpoint defined in the VITESSE study protocol, it being specified that (i) the primary measure of treatment effect will be the difference in response rates at Month 12 between active and placebo treatment groups, (ii) the primary analysis will be based on a 2-sided confidence interval (“CI”) for the difference in response rates and (iii) the primary analysis must be positive according to the success criterion (lower bound of the 2-sided 95% CI of the difference in response rates ≥15%).

 

 

C-3


Condition headings are included for the convenience of the parties only and do not affect the interpretation of the BS Warrants.

 

2.

Exercise

 

  (a)

Exercise Period

Subject to the conditions and limitations specifically provided herein, the BS Warrants may be exercised by their Holder, in whole or (subject always to exercising a whole number of BS Warrants) in part, in one or more instances, for cash, at any time and from time to time on any Business Day during the period commencing on (and including) the Issue Date to (and including) the earlier of (i) April 7, 2027 and (ii) 30 days following the VITESSE Positive Results (as may be extended pursuant to Condition 8, the “Exercise Period”).

Any BS Warrant which has not been exercised on or prior to the last day of the Exercise Period shall become null and void and the rights of the Holder to exercise such BS Warrant shall lapse.

The Company will notify, without delay, the Holders of the occurrence of the VITESSE Positive Results pursuant to Condition 11.

 

  (b)

Exercise Price

Each one (1) BS Warrant is exercisable for one (1) Second Pre-Funded Warrants at a price equal to, in respect of each BS Warrant, €1.5764 (the “Exercise Price”), subject to paragraph (c) below.

 

  (c)

Terms of exercise

In order to exercise the BS Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***] and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the BS Warrants, which Exercise Notice shall specify the number of BS Warrants it holds before exercise, the number of BS Warrants to be exercised, and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price and (ii) the number of BS Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any

 

 

C-4


Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt, the Holder may exercise some or all of its BS Warrants in one or several times within the Exercise Period, it being specified that each BS Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

 

  (d)

Confirmation of Exercise

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(c), the Registrar shall as soon as practicable, but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send, by facsimile transmission or by email, with a copy to the Company and the Calculation Agent, a confirmation of receipt of such Aggregate Exercise Price (if applicable) and Exercise Notice in the form of the notice at Appendix B to the Holder through its intermediary.

 

  (e)

Issue of Second Pre-Funded Warrant Upon Exercise

In the event of any exercise of the rights represented by the BS Warrants in accordance with Condition 2(c), the Company shall issue to the Holder the Second Pre-Funded Warrants to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event, the Company shall cause the Registrar to, on or before the fourth Business Day following the Exercise Date (the “Exercised PFW Delivery Date”), credit such aggregate number of Second Pre-Funded Warrants to which the Holder shall be entitled to and as notified in the Exercise Notice to the Holder’s securities account opened in the name of the Holder with any financial intermediary and indicated in the Exercise Notice.

The Company’s obligation to issue Second Pre-Funded Warrants upon exercise of the BS Warrants shall not be subject to (i) any set-off or defense or (ii) any claims against any holder of BS Warrants however arising.

 

3.

Second Pre-Funded Warrants

 

  (a)

Form of Second Pre-Funded Warrants

The Second Pre-Funded Warrants will be held in dematerialized bearer form (au porteur) in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

 

  (b)

Rights Attached to the Second Pre-Funded Warrants

Upon issue, Second Pre-Funded Warrants issued pursuant to an Exercise Notice will grant the rights set out in the terms and conditions of the Second Pre-Funded Warrants reproduced in Appendix C (the “Terms and Conditions of the Second Pre-Funded Warrants”).

The number of Shares for which any Second Pre-Funded Warrant will be exercisable at any time during the Exercise Period of the Second Pre-Funded Warrant (being the Exercise Ratio of the Second Pre-Funded Warrant) will initially be equal to the Initial PFW Exercise Ratio (as defined in Condition 4) in effect on the date of issuance of such Second Pre-Funded Warrant, and will be subject to adjustment from time to time in accordance with the Terms and Conditions of the Second Pre-Funded Warrants.

 

 

C-5


As set out in the Terms and Conditions of the Second Pre-Funded Warrants, the price per each Second Pre-Funded Warrant shall be pre-funded to the Company upon exercise of each BS Warrant (except for a portion of the exercise price of Euro 0.0175 per Second Pre-Funded Warrant payable upon exercise thereof).

For the avoidance of doubt, all the Second Pre-Funded Warrants issued as a result of the exercise of BS Warrants by the Holders will be fungible (assimilables) and form a single series as from their dates of issue and their holders will be grouped in a single masse for the defense of their common interests.

 

  (c)

Transfer of Second Pre-Funded Warrants

Subject to compliance with any applicable securities laws, the Second Pre-Funded Warrants are freely negotiable and transferable as from the date of their entry in a securities account.

Second Pre-Funded Warrants shall not be listed on Euronext Paris or on any other stock exchange.

Title to the Second Pre-Funded Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the Second Pre-Funded Warrants.

The Second Pre-Funded Warrants will, upon issue, be inscribed in the books of Euroclear France SA (“Euroclear France”), which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the Second Pre-Funded Warrants shall be evidenced by entries in the books of such intermediary institutions, and transfer of the Second Pre-Funded Warrants may only be effected through registration of the transfer in their books.

 

  4.

Adjustment of Initial PFW Exercise Ratio and notice of adjustments to the Initial PFW Exercise Ratio

During the period from and including the Issue Date to but excluding the Exercised PFW Delivery Date, in the event of the occurrence of an adjustment event as described in the Terms and Conditions of the Second Pre-Funded Warrants, the Calculation Agent will make all necessary adjustments to the Initial PFW Exercise Ratio in accordance with the Terms and Conditions of the Second Pre-Funded Warrants as if the Second Pre-Funded Warrants had been issued on the Issue Date and the Terms and Conditions of the BS Warrants shall be construed as taking into account any such adjustments, all in accordance with and subject to the definition of “Initial PFW Exercise Ratio”. Irrespective of their dates of issue, all the Second Pre-Funded Warrants shall at all time have the same terms and conditions (in particular the Initial PFW Exercise Ratio) and have their terms adjusted in the same manner.

The “Initial PFW Exercise Ratio” in effect on any date (the “Reference Date”) means:

 

 

C-6


  (a)

if any other Second Pre-Funded Warrant was issued prior to such Reference Date (and is outstanding on such Reference Date): the Exercise Ratio of such other Second Pre-Funded Warrant in effect on such Reference Date; or

 

  (b)

in any other case: one point seventy five (1.75) Second PFW Shares, subject (during the period from the Issue Date (being the date of issuance of the BS Warrants) to (but excluding) such Reference Date) to adjustment from time to time by applying mutatis mutandis to the Initial PFW Exercise Ratio then in effect Condition 5 and Condition 10 of the Terms and Conditions of the Second Pre-Funded Warrants as if references therein to the Exchange Ratio were references to the Initial PFW Exercise Ratio, and assuming for this purpose that the date of issuance of the Second Pre-Funded Warrants is the Issue Date (being the date of issuance of the BS Warrants),

all as determined by the Calculation Agent.

For the avoidance of doubt, (i) the Initial PFW Exercise Ratio in effect as of the Issue Date (being the date of issuance of the BS Warrants) is one point seventy five (1.75) Second PFW Shares and (ii) the BS Exercise Ratio will not be adjusted or modified pursuant to this Condition.

In the event of any adjustment to the Initial PFW Exercise Ratio in accordance with the definition thereof, the adjusted Initial PFW Exercise Ratio will be brought to the prompt attention of the Holders in accordance with Condition 11 within three (3) Business Days of the effectiveness of the adjustment.

 

5.

Form, Title and Transfer of BS Warrants

The BS Warrants will be in dematerialized bearer form (au porteur) in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Subject to compliance with any applicable securities laws, the BS Warrants are freely negotiable.

BS Warrants shall not be listed on Euronext Paris or on any other stock exchange.

Title to the BS Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the BS Warrants.

The BS Warrants will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the BS Warrants shall be evidenced by entries in the books of such intermediary institutions, and transfer of the BS Warrants may only be effected through registration of the transfer in their books.

 

6.

Representation of Holders

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

 

 

C-7


The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders’ General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”).

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the BS Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to these Terms and Conditions of the BS Warrants and to approve any decision that has an impact on the conditions for subscription of the Second Pre-Funded Warrants determined within the scope of these Terms and Conditions of the BS Warrants.

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders’ General Meeting will be given by way of a press release published by the Company which will also be posted on its website (www.dbv-technologies.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders’ General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by videoconference or by any other means of telecommunication allowing the identification of participating Holders, as provided mutatis mutandis by Article R. 223-30-1 of the French Commercial Code.

Decisions of the Holders’ General Meetings once approved will be published by way of a press release posted by the Company on its website (www.dbv-technologies.com).

 

7.

Calculation Agent, Independent Expert

The Company has appointed Conv-Ex Advisors Limited as calculation agent (the “Calculation Agent”).

The Company reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any BS Warrant is outstanding, there will at all times be a Calculation Agent.

The Calculation Agent is acting exclusively as an agent for, and upon request from, the Company. The Calculation Agent (acting in such capacity) shall not have any relationship of agency or trust with, nor shall the Calculation Agent (acting in such capacity) be liable or incur any liability as against, the Holders and the Representative.

The Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Company and the Calculation Agent at the latest on the Issue Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Company, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

If any doubt shall arise as to whether an adjustment is to be made to the Initial PFW Exercise Ratio or as to the appropriate adjustment to the Initial PFW Exercise Ratio, or as to any determination specified to be made by the Calculation Agent in these Terms and Conditions, and following consultation between the Company, the Calculation Agent and an independent expert of international reputation appointed by the Company, a written opinion of such independent expert in respect thereof shall be conclusive and binding on the Company, the Holders, the Registrar and the Calculation Agent, save in the case of willful default, bad faith or manifest error.

 

 

C-8


8.

Suspension of the ability to exercise the BS Warrants

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company’s shareholders, the Company will be entitled to suspend the exercise of the BS Warrants for a period that may not exceed the shorter of three months or any other required period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 8 the first day of which falls during the period of 120 days prior to the day which (but for the operation of this Condition 8) would be the last day of the Exercise Period, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company’s decision to suspend the ability to exercise the BS Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the BS Warrants will begin and end. At the same time, this information will also be the object of a notice published by the Company pursuant to Condition 11 and (if the rules of the Trading Market so require) a notice published by the Trading Market.

 

9.

New issues and assimilation

The Company may issue other warrants fungible with (assimilable) the BS Warrants. To the extent that those similar (assimilable) warrants and the BS Warrants will confer identical rights in all respects and that the terms and conditions of those warrants are identical these Terms and Conditions of the BS Warrants, the Holders and the holders of those warrants will be regrouped in a single masse for the defense of their common interests.

 

10.

Absence of restriction in the Company’s by-laws on the free negotiability of the BS Warrants and the Second Pre-Funded Warrants to be issued upon exercise

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the BS Warrants and the Second Pre-Funded Warrants.

 

11.

Notices

Except as otherwise provided herein, notices to Holders will be given by means of a notice posted on the Company’s website (www.dbv-technologies.com).

 

12.

Taxes

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of Second Pre-Funded Warrants upon exercise of the BS Warrants.

 

 

C-9


13.

Successor and Assigns

These Terms and Conditions of the BS Warrants shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets (including by way of contribution, spin-off or partial spin-off). The Company may not assign the BS Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

 

14.

Third Party Rights

These BS Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions of the BS Warrants or any other term of these BS Warrants.

 

15.

Governing Law

These Terms and Conditions of the BS Warrants shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the BS Warrants or the transactions contemplated by these Terms and Conditions of the BS Warrants will be submitted to the exclusive jurisdiction of the Paris court of economical activities (Tribunal des activités économiques de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

 

C-10


Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [•]

Copy to: Company

Attention: Finance Department—DBV [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

EXERCISE NOTICE

Reference is made to the BS Warrants (ISIN code: FR001400YM83), issued on April 7, 2025, by DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros [•] and having its registered office at 107 avenue de la République, 92320 Châtillon, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the BS Warrants.

The undersigned, [•], residing [•], currently holding [•] BS Warrants before exercise, having a full knowledge of the Company’s by-laws and the Terms and Conditions of the BS Warrants, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the BS Warrants, it being understood and agreed that one BS Warrant is exercisable for one Second Pre-Funded Warrant, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) BS Warrants out of the ___________________ BS Warrants held by the undersigned.

As a result of the above, the undersigned:

 

   

hereby subscribes to [LETTERS] ([NUMBERS]) Second Pre-Funded Warrants (the “Subscribed Second Pre-Funded Warrants”),

 

   

pays in whole and immediately an Aggregate Exercise Price (as defined in Condition 2(b)) amounting to €[LETTERS] (€[NUMBERS])7 by wire transfer of immediately available funds in Euros to on the account number [•] open in the name of the Company at Registrar, bank code [•], guichet code [•], RIB key [•], Swift [•], IBAN [•] of the corresponding amount.

Pursuant to Condition 2(e), on the Exercised PFW Delivery Date, the Exercised Second Pre-Funded Warrants will be credited to the following undersigned’s securities account [•].

Subscription Date:________________________________

 

7

Per the definition thereof, the Aggregate Exercise Price is equal to the product (rounded up to the nearest whole multiple of 0.01) of:

(C) Euro 1.5764 (being the Exercise Price per BS Warrant); and

(D) the number of BS Warrants being exercised pursuant to this Exercise Notice.

 

 

C-11


Name:________________________________________

By:________________________8

Name:_____________________

Title:_______________________

Dated:_____________________

 

8 

Please insert the following handwritten note above the signature ”Valid for the subscription of [] ([]) Subscribed Second Pre-Funded Warrants”.

 

 

C-12


Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [•]

Copy to: Company

Attention: Chief Financial Officer [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

The Registrar hereby acknowledges this Exercise Notice attached hereto.

Date: ____________________________________

By: _______________________________________

Name: ____________________________________

Title: ______________________________________

 

 

 


Appendix C

Terms and Conditions of the Second Pre-Funded Warrants

[Filed as Exhibit D hereto]

 

 

 

C-14


[EXHIBIT D

TERMS AND CONDITIONS OF THE SECOND PRE-FUNDED WARRANTS]

 

 

 

 


NEITHER THE SECOND PRE-FUNDED WARRANTS NOR THE SECOND PFW SHARES INTO WHICH THESE WARRANTS ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, UNTIL THE SECOND PRE-FUNDED WARRANTS AND THE SECOND PFW SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

TERMS AND CONDITIONS OF THE SECOND PRE-FUNDED WARRANTS

THESE TERMS AND CONDITIONS OF THE SECOND PRE-FUNDED WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE SECOND PRE-FUNDED WARRANTS. IN ACCORDANCE WITH FRENCH LAW, THE SECOND PRE-FUNDED WARRANTS ARE FULLY DEMATERIALIZED.

DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros 10,285,886.80 and having its registered office at 107 avenue de la République, 92320 Châtillon (the “Company”), hereby issues by decisions of the Board of Directors and, upon subdelegation, of the Chief Executive Officer (Directeur Général) acting pursuant to the power delegated to it by the Company’s shareholders at the general meeting held on May 16, 2024, in its 24th resolution, to the Investors named in the Subscription Agreements (as defined herein) and in accordance with the terms thereof, on the Issue Date, an aggregate of 34,090,004 ABSAs (as defined herein) and an aggregate of 71,005,656 units (the “PFW-BS-PFWs”), each PFW-BS-PFW consisting of (i) one bon de souscription d’actions préfinancé (a “First Pre-Funded Warrant”) to subscribe initially for one (1) Share (as defined herein) per First Pre-Funded Warrant and (ii) one warrant (a “BS Warrant”) to subscribe for one (1) bon de souscription d’actions préfinancé (a “Second Pre-Funded Warrant”) allowing to subscribe a number of Shares (each a “Second PFW Share”) per Second Pre-Funded Warrant as determined pursuant to the Exercise Ratio (as defined herein) at such exercise price and otherwise on such terms and conditions as are set out herein (the “Terms and Conditions of the Second Pre-Funded Warrants” or the “Conditions”). The Second Pre-Funded Warrants shall not be admitted to trading on any stock exchange or trading market. The Second Pre-Funded Warrants shall be admitted to the operations of Euroclear France SA. Each one (1) Second Pre-Funded Warrant is exercisable for a number of Second PFW Shares as determined pursuant to the Exercise Ratio at such exercise price as was pre-funded to the Company on or prior to the Issue Date (except for a portion of the exercise price of Euro 0.0175 per Second Pre-Funded Warrant (the “Exercise Price”) payable upon exercise thereof).

 

 

D-1


1.

INTERPRETATION

For the purposes of these Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

 

ABSAs    has the meaning ascribed to this term in the Subscription Agreement;
Admission    means admission to trading on the Trading Market, and the terms “Admit” and “Admitted shall be construed accordingly;
ADS    means American Depositary Shares, each ADS representing the right to receive five (5) Shares;
Affiliate    means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act or, in respect of any control governed by French law, under Article L. 233-3 of the French Commercial Code;
Aggregate Exercise Price    has the meaning given in Condition 2(c);
Attribution Parties    means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act; or, with respect to the French FDI Regime, as defined therein. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Beneficial Ownership Limitation (as defined in Condition 2(f));
Business Day    means a weekday, other than a Saturday, Sunday, U.S. federal holiday or a day on which banks in Paris, France or The City of New York are authorized or required by law to be closed to the public;
Calculation Agent    has the meaning given in Condition 8;
Company    has the meaning given in the introduction;
Euroclear France    has the meaning given in Condition 6;
Euronext Paris    means the regulated market of Euronext Paris S.A. (or any successor thereto) in Paris;
Exchange Act    means the Securities Exchange Act of 1934, as amended;

 

 

D-2


Exercise Date    means, in relation to any exercise of these Second Pre-Funded Warrants, the date on which the Aggregate Exercise Price for the Second Pre-Funded Warrants is received by the Registrar, together with a copy of a duly completed Exercise Notice in accordance with Conditions 2(c) and 2(d);
Exercise Notice    has the meaning given in Condition 2(c);
Exercise Period    has the meaning given in Condition 2(a);
Exercise Price    has the meaning given in the introduction;
Exercise Ratio    means the Initial PFW Exercise Ratio (as defined in the terms and conditions of the BS Warrants) in effect on the Issue Date as adjusted from time to time pursuant to Condition 5 (or, as the case may be, Condition 10);
Exercised Shares    has the meaning given in Appendix A;
Exercised Shares Delivery Date    has the meaning given in Condition 2(e);
First Pre-Funded Warrants    has the meaning given in the introduction;
French Commercial Code    means the French Code de Commerce;
French FDI Regime    has the meaning given in Condition 2(f);
French Monetary and Financial Code    means the French Code monétaire et financier;
Group    means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder;
Holder    means any Person who has title to these Second Pre-Funded Warrants;
Investor    means the investor(s) purchasing Second Pre-Funded Warrants pursuant to the Subscription Agreements;
Issue Date    means the date of issue of these Second Pre-Funded Warrants;
Person(s)    means an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or any agency or political subdivision thereof) or any other entity of any kind;
PFW-BS-PFWs    has the meaning given in the introduction;
Record Date    means, in respect of any transaction giving rise to an adjustment of the Exercise Ratio pursuant this Condition 5(a) or Condition 10, (i) the date on which the ownership of the Shares is established so as to determine which holder of Shares are the beneficiaries of a given transaction or may take part in a transaction and, in particular, to which holder of Shares, a dividend, a distribution or an allocation, announced or voted as of this date or announced or voted prior to this date, should be paid, delivered, or completed; or (ii) (if such a date cannot be determined as provided in (i) above in the case of a transaction pursuant to paragraph 9 of Condition 5(a)) such date as is determined in good faith to be appropriate by an Independent Expert.

 

 

D-3


Registrar    means the registrar of the Second Pre-Funded Warrants on behalf of the Company from time to time as specified in writing by the Company to the Holders of the Second Pre-Funded Warrants and, as of the Issue Date, currently Société Générale Securities Services;
Second PFW Shares    has the meaning given in the introduction;
Second Pre-Funded Warrants    has the meaning given in the introduction;
Securities Act    means the Securities Act of 1933, as amended;
Shares    means the ordinary shares with a nominal value of (as at the Issue Date) Euro 0.10 each in the share capital of the Company;
Share Equivalents    means any securities of the Company or the subsidiaries which would entitle the holder thereof to acquire at any time Shares or ADSs, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or ADSs;
Subscription Agreement    means each of the securities purchase agreements dated March 27, 2025 by and between the Company and each of the Investors thereto pursuant to which the ABSAs and the PFW-BS-PFWs are issued by the Company and purchased by the Investors;
Terms and Conditions of the Second Pre-Funded Warrants    has the meaning given in the introduction;
Trading Day    means any day (other than a Saturday or Sunday) on which the Shares are traded on the Trading Market in respect thereof, other than a day on which such trading ceases prior to the usual closing time, whether such cessation is scheduled (as it is often the case regarding trading on Euronext Paris on 24 and 31 December) or unscheduled;
Trading Market    means (i) Euronext Paris, or (ii) if the Shares (or, as applicable, any other securities referred to in Condition 5(a)) are no longer admitted to trading on Euronext Paris at the relevant time, the principal stock exchange or market on which the Shares (or, as applicable, such other securities) are admitted to trading at such time;

 

 

D-4


Transaction

 

VWAP

  

has the meaning given in Condition 5(a); and

 

means, in respect of the Share or other security, on any Trading Day, the volume-weighted average price of such Share or other security on such day on the Trading Market as published by or derived from Bloomberg page HP (or any successor page) (setting “PR094 VWAP (Vol Weighted Average Price)”, or any successor setting) in respect of such Share or other security for such Trading Market (such page being as at the Issue Date of the Second Pre-Funded Warrants, in the case of the Share, DBV FP Equity HP), provided that in the case of a VWAP to be observed over a period comprising several Trading Days, such VWAP shall be equal to the volume-weighted average of the relevant daily VWAPs (the daily volumes to be used for the purpose of determining such weighted average being the volumes as published on such Bloomberg page HP (or any successor page), setting “VWAP Volume” (or any successor setting)), as determined by the Calculation Agent.

Condition headings are included for the convenience of the parties only and do not affect the interpretation of the Second Pre-Funded Warrants.

 

2.

Exercise

 

  (a)

Exercise Period

Subject to the conditions and limitations specifically provided herein, the Second Pre-Funded Warrants may be exercised by their Holder, in whole or (subject always to exercising a whole number of Second Pre-Funded Warrants) in part, in one or more instances, for cash, at any time and from time to time on any Business Day during the period commencing on (and including) the Issue Date to (and including) April 7, 2035 (as may be extended pursuant to Condition 9, the “Exercise Period”).

Any Second Pre-Funded Warrant which has not been exercised on or prior to the last day of the Exercise Period shall become null and void and the rights of the Holder to exercise such Second Pre-Funded Warrant shall lapse.

 

  (b)

Exercise Price

The exercise price of each Second Pre-Funded Warrant, except for a portion of the exercise price per Second Pre-Funded Warrant payable upon exercise thereof and equal to the Exercise Price (being Euro 0.0175), was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of the Second Pre-Funded Warrants. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per Second Pre-Funded Warrant shall be, in respect of any exercise of a Second Pre-Funded Warrant, the Exercise Price (being Euro 0.0175).

Subject to Condition 4, each Second Pre-Funded Warrant is exercisable into a number of Second PFW Shares equal to the Exercise Ratio in effect on the relevant Exercise Date.

 

 

D-5


  (c)

Terms of exercise

In order to exercise the Second Pre-Funded Warrants, the Holder through its intermediary shall at any time during the Exercise Period (i) send by email to the Registrar [***], a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team [***], and the Company, to the attention of the [***] or such other Company representatives as identified by the Company, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Second Pre-Funded Warrants, which Exercise Notice shall specify the number of Second Pre-Funded Warrants to be exercised (for the number of Second PFW Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product (rounded up to the nearest whole multiple of €0.01) of (i) the Exercise Price (being Euro 0.0175) and (ii) the number of Second Pre-Funded Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise some or all of its Second Pre-Funded Warrants in one or several times within the Exercise Period, it being specified that each Second Pre-Funded Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

 

  (d)

Confirmation of Exercise

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(c), the Registrar shall as soon as practicable, but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send, by facsimile transmission or by email, with a copy to the Company and the Calculation Agent, a confirmation of receipt of such Aggregate Exercise Price (if applicable) and Exercise Notice in the form of the notice at Appendix B to the Holder through its intermediary.

 

  (e)

Issue of Second PFW Shares Upon Exercise

In the event of any exercise of the rights represented by the Second Pre-Funded Warrants in accordance with Condition 2(c), the Company shall allot and issue to the Holder the Second PFW Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the fourth Business Day following the Exercise Date (the “Exercised Shares Delivery Date”), credit such aggregate number of Second PFW Shares to which the Holder shall be entitled to and as notified in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice. Notwithstanding the foregoing, with respect to any Exercise Notice delivered on or prior to 4:00 p.m. (New York City time) two Business Days prior to the Issue Date, the Company agrees to deliver the Second PFW Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Exercised Shares Delivery Date for purposes hereunder, provided that, if applicable, payment of the Aggregate Exercise Price is received by such Exercised Shares Delivery Date.

 

 

D-6


The Company’s obligation to issue Second PFW Shares upon exercise of the Second Pre-Funded Warrants shall not be subject to (i) any set-off or defense or (ii) any claims against any holder of Second Pre-Funded Warrants however arising.

 

  (f)

Holder’s Exercise Limitations

The Holder shall not have the right to exercise any portion of the Second Pre-Funded Warrants, pursuant to Condition 2 or otherwise, to the extent that immediately prior to or after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Company or the Holder has determined that the Holder (together with its Attribution Parties), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), and the Company shall ensure that the Registrar shall only effectuate the exercise of any portion of the Second Pre-Funded Warrants if both the Company and the Holder have signed the relevant exercise notice. For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares held by the Holder and its Attribution Parties plus the number of Second PFW Shares issued upon exercise of the Second Pre-Funded Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of Second Pre-Funded Warrants beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Condition 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder or, with respect to the French FDI Regime, in accordance therewith, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act or the French FDI Regime and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Condition 2(f) applies, the determination of whether the Second Pre-Funded Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the Second Pre-Funded Warrants is exercisable shall be in the joint determination of the Holder and the Company in reliance on the information regarding beneficial ownership of the Holder and the Attribution Parties provided by the Holder, and the submission of an Exercise Notice shall be deemed to be the joint determination of whether the Second Pre-Funded Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the Second Pre-Funded Warrants is exercisable, in each case subject to the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act. For purposes of this Condition 2(f),

 

 

D-7


in determining the number of outstanding Shares the Holder may acquire upon exercise of the Second Pre-Funded Warrants without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the U.S. Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company setting forth the number of Shares outstanding. The Company shall provide reasonable assistance to the Holder to determine the number of Shares outstanding and, upon written request of the Holder, the Company shall within two (2) Business Days confirm in writing or by electronic mail to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Second Pre-Funded Warrants, by the Holder or its Attribution Parties since the date as of which such number of outstanding Shares was reported. In the event that the exercise of the Pre-Funded Warrants would result in the issuance of Warrant Shares to the Holder in an amount that would result in the Holder or the Attribution Parties beneficially owning in excess of the Beneficial Ownership Limitation, the Company shall, if it is aware of the exercise request in violation prior to settlement, work with the Registrar to the extent reasonably practicable to cancel the exercise so that it is deemed null and void ab initio to the extent that the exercise would result in the issuance of Warrant Shares in excess of the Beneficial Ownership Limitation (such Shares in excess of the Beneficial Ownership Limitation, the “Excess Shares”), and the Holder shall not vote or transfer any Excess Shares. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the Second Pre-Funded Warrants. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Condition 2(f), provided that (a) to the extent required by law, in the cases of Beneficial Ownership Limitation increased above 9.99%, the Holder has obtained from the French Ministry of Economy through an authorization request or prior notification, in accordance with Articles L. 151-3 and seq., R. 151-4 and seq. of the French Monetary and Financial Code, Decree no. 2020-892 of July 22, 2020, as amended by Decree no. 2022-1622 of December 23, 2022 and Decree no. 2023-1293 of December 28, 2023, as amended from time to time (the “French FDI Regime”), either (i) a written response from the French Ministry of Economy confirming that the exercise of the Second Pre-Funded Warrant and, therefore, the acquisition of Second PFW Shares that would cause the Holder to beneficially own Shares (including Second PFW Shares) in excess of 9.99% of the voting rights of the Company (the “10% Crossing Event”) is not subject to the prior authorization procedure referred to in Articles R. 151-5 and seq. of the French Monetary and Financial Code or (ii) in accordance with Articles R. 151-6 and seq. of the French Monetary and Financial Code or Article 2 of Decree no. 2020-892 of July 22, 2020, the authorization (express or tacit) to proceed with the 10% Crossing Event and (b) the Beneficial Ownership Limitation in no event exceeds (i) with respect to the limitations under Section 13(d) of the Exchange Act, 19.99% of the number of Shares (the “19.99% Cap”) and (ii) with respect to the French FDI Regime, 24.99% of the voting rights (the “24.99% Cap”), in each case, outstanding immediately after giving effect to the issuance of Second PFW Shares upon exercise of the Second Pre-Funded Warrants held by the Holder and the provisions of this Condition 2(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty first (61st) day after such notice is delivered to the Company.

 

 

D-8


Notwithstanding the foregoing, at any time as from the date of announcement of any cash tender offer, exchange offer or any combination thereof (including any offre publique d’achat, offre publique d’échange, offre alternative, offre mixte) regarding the Company or in case of a reduction of capital non motivated by losses, any Holder may increase, waive or amend the Beneficial Ownership Limitation effective two (2) Business Days upon written notice to the Company provided, however, that the Beneficial Ownership Limitation may not be increased pursuant to this sentence to an amount in excess of the 19.99% Cap or the 24.99% Cap. Any decrease in the Beneficial Ownership Limitation will not be effective until two (2) Business Days after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Condition 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Second Pre-Funded Warrants. The Company agrees to promptly execute the Notice of Exercise upon receipt unless it reasonably believes that the Holder’s exercise would violate Condition 2(f).

The Calculation Agent shall not be responsible for performing any calculation or other determination provided for in this Condition 2(f).

 

  (g)

Fundamental Transactions

If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital tender shares representing more than 50% of the voting power of the share capital of the Company and the Company or such other Person, as applicable, accepts such tender for payment or (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, spin-off) with another Person whereby such other Person acquires more than the 50% of the voting power of the share capital of the Company (except for any such transaction in which the shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) (in any such case, a “Fundamental Transaction”), then, notwithstanding Condition 2(f) or the 19.99% Cap or the 24.99% Cap, following such Fundamental Transaction and to the extent such Fundamental Transaction does not already trigger the application of the adjustment provisions contained in Condition 5(a) or Condition 10 or benefits from, or is subject to, a mandatory provision of French law, the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”).

 

 

D-9


3.

Second PFW Shares

 

  (a)

Form of Second PFW Shares

The Second PFW Shares will be, at the option of the Holder, (i) held in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

 

  (b)

Dividend Due Date and Rights Attached to the Second PFW Shares

Upon issue, Second PFW Shares allotted pursuant to an Exercise Notice will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

Second PFW Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

Once issued, application will be made, on date of issuance, by the Registrar on behalf of the Company for the Second PFW Shares to be admitted to trading on the Trading Market, on the same quotation line as the Shares.

 

  (c)

Transfer of Second PFW Shares

Subject to compliance with any applicable securities laws, Second PFW Shares will, upon issuance, be freely negotiable and transferable as from the date of their entry in a securities account.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the Second PFW Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the Second PFW Shares upon exercise of the Second Pre-Funded Warrants to be admitted to Euroclear France.

 

4.

Fractional Interests

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of Second PFW Shares that would have been obtained if Second Pre-Funded Warrants had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5(a) and the value of the Second PFW Shares that would have been obtained in the event of exercising the Second Pre-Funded Warrants immediately after the implementation of that Transaction.

In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5(a) (or, as the case may be, Condition 10), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded.

 

 

D-10


The Second PFW Shares, however, may only be delivered in a whole number of Shares.

No fractional Shares shall be issuable upon the exercise of a Second Pre-Funded Warrant, provided that the number of Second PFW Shares to be delivered in respect of any exercise of one or more Second Pre-Funded Warrants pursuant to any one Exercise Notice shall be determined by the Calculation Agent, and notified to the Company and the Registrar, no later than 5:00 p.m. Paris time, on the Business Day immediately following the Exercise Date in respect of such exercise, as the product (rounded down to the nearest whole multiple of one Share) of (i) the Exchange Ratio in effect on the Exercise Date in respect of such exercise and (ii) the number of Second Pre-Funded Warrants so exercised pursuant to such Exercise Notice, and the Holder will receive from the Company a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of (x) the fractional share (if any) so rounded down and (y) the closing price of a Share on the Trading Market on the last Trading Day preceding such Exercise Date.

 

5.

Adjustments of the Exercise Ratio

 

  (a)

Adjustments to the Exercise Ratio

Second Pre-Funded Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Articles L. 228-91 et seq. of the French Commercial Code.

The Exercise Ratio will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99, 1°) and L. 228-99, 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights limited to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any Second Pre-Funded Warrants are outstanding and upon the completion of any of the following transactions (each, a “Transaction”):

 

   

financial transactions (issuance of Shares or any other securities of any nature) with listed preferential subscription rights or by free allocation of listed subscription warrants;

 

   

free allocation of Shares to shareholders, regrouping or splitting Shares;

 

   

incorporation of reserves, profits or premiums into equity, by increasing the nominal value of the Shares;

 

   

distribution of reserves and of any Share premium, in cash or in kind;

 

   

free allocation, to the shareholders of the Company of any securities of the Company (except Shares);

 

 

D-11


   

merger by acquisition (fusion par absorption), merger (fusion par création d’une nouvelle société), spin-off, or division (scission) of the Company;

 

   

buyback of its own Shares at a price higher than the Trading Market price;

 

   

amortization of the share capital; and

 

   

change in the allocation of profits and/or creation of preferred Shares;

in each case the Record Date of which falls on or after the Issue Date (save in the case of any exercised Second Pre-Funded Warrant if the date of issuance of the Second PFW Shares in respect of such exercise falls on or before such Record Date), the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio (or as otherwise prescribed) in accordance with the conditions below.

Adjustments to the Exchange Ratio carried out in accordance with the conditions below (or Condition 10) will become effective on the date on which the Transaction triggering such adjustment is completed.

 

  10.  (a)

For financial transactions (issuance of Shares or any other securities of any nature) with listed preferential right to subscription, the new Exercise Ratio will be determined by the Calculation Agent and will equal the product of the Exercise Ratio applicable before the start of the Transaction at issue and the following ratio:

Value of a Share after detachment of the preferential subscription right

+Value of the preferential subscription right

 

 

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, (i) the value of a Share after detachment of the preferential subscription right will be equal to the average of the opening prices (if any) of the Share on the Trading Market for the Shares on all Trading Days included in the subscription period and (ii) the value of the preferential subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Trading Market for the preferential subscription right on all Trading Days included in the subscription period.

 

  (b)

For financial transactions carried out through the free allocation of listed subscription warrants to shareholders with a correlative ability to sell the securities resulting from subscription warrants not exercised by the holders during the period of subscription which has opened to them, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio before the start of the Transaction contemplated and of the following ratio:

Value of a Share after detachment of the subscription warrant

+Value of the subscription warrant

 

 

Value of a Share after detachment of the subscription warrant

 

   

the value of a Share after detachment of the subscription warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of the Shares on the Trading Market on each Trading Day included in the subscription period, and, if there is a rump placement, (ii) either (a) the sale price of the Shares sold in the rump placement (and applying the volume of Shares sold in the offering to the sale price), if such securities are fungible with the Shares, or (b) the trading prices (if any) of the Shares on the Trading Market on the day the sale price for the securities sold in the rump placement is fixed, if such securities are not fungible with the Shares;

 

 

D-12


   

the value of the subscription warrant will be equal to the volume-weighted average of (i) the trading prices (if any) of the subscription warrants on the Trading Market on each Trading Day included in the subscription period, and (ii) the implicit value of the subscription warrants (applying to this amount the corresponding number of warrants exercised in respect of the securities sold in the offering), being equal to either (a) the difference, if positive, adjusted by the warrant exercise ratio, between the sale price of the securities sold in the rump placement and the subscription price of the securities upon the exercise of the subscription warrants, or (b) if such difference as aforesaid is not positive, zero (0).

 

  11.

In case of a free allocation of Shares to shareholders, and also in case of regrouping or splitting of Shares, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Number of Shares forming the share capital after the Transaction

 

 

Number of Shares forming the share capital before the Transaction

 

  12.

In case of a capital increase by incorporation of reserves, profits or premiums carried out by increasing the nominal value of the Shares, the nominal value of the Second PFW Shares the Holders could obtain by exercising their Second Pre-Funded Warrants will be determined by the Calculation Agent and will be increased in due proportion.

 

  13.

In case of a distribution of reserves and of any share premiums, either in cash or in kind (securities in portfolio...), the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Value of a Share before distribution

 

 

Value of a Share before distribution

 

   

Amount per Share of the distribution or value of securities or assets distributed per Share.

For the calculation of this ratio:

 

   

the value of a Share before the distribution will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution;

 

   

if distribution is made in kind:

 

   

in case of delivery of securities already listed on a Trading Market, the value of the securities will be equal to the VWAP of the securities over the period comprising the last three Trading Days preceding the first Trading Day on which the Shares are traded ex-distribution and on which such securities are traded on the Trading Market in respect thereof,

 

   

in case of delivery of securities not yet listed on a Trading Market, the value of securities remitted will be equal, if they are to be listed on a Trading Market during the ten Trading Days’ period starting from (and including) the Trading Day on which the Shares are first traded ex-distribution, to the VWAP of such securities over the period comprising the three first Trading Days included in such ten Trading Days’ period and on which such securities are traded on the Trading Market in respect thereof, and

 

 

D-13


   

in all other cases (delivery of securities not listed on a Trading Market or listed on fewer than three Trading Days within the ten Trading Days’ period mentioned above or distribution of assets or the value of the securities or the assets not being capable of being determined in accordance with the foregoing), the value of the securities or the assets delivered per Share shall be determined by an independent expert of international reputation appointed by the Company, which may include the Calculation Agent acting for this purpose in such capacity (as may be agreed at the relevant time between the Company and the Calculation Agent), appointed from time to time by the Company at its own expense (the “Independent Expert”).

 

  14.

In case of a free allocation to shareholders of securities, other than Shares and subject to paragraph 1(b) above, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to:

 

  (c)

if the rights to the free allocation of securities are listed on a Trading Market, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Share price ex-right to free allocation + value of the right to free allocation

 

 

Share price ex-right to free allocation

For the calculation of this ratio:

 

   

the value of the Share price ex-right of free allocation will be equal to the VWAP of the Shares over the period comprising the first ten Trading Days starting on the Trading Day on which the Shares are first traded ex-right of free allocation;

 

   

the value of the right to free allocation will be equal to the VWAP of the right to free allocation over the ten Trading Days’ period referred to above.

If the right to free allocation is not traded on the Trading Market in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Independent Expert instead.

 

  (d)

if the right to free allocation of securities are not listed on a Trading Market or the value of the right to free allocation cannot be determined as provided in (a) above, the product of the Exercise Ratio applicable before the start of the Transaction contemplated and of the following ratio:

Share price ex-right to free allocation

+ Value of that/those security(ies) allocated per Share

 

 

Share price ex-right to free allocation

For the calculation of this ratio:

 

   

the Share price ex-right to allocation will be determined as in paragraph (a) above;

 

   

if these securities are listed or are to be listed on a Trading Market within ten Trading Days starting from the Trading Day on which the Shares are first traded ex-distribution, the value of the securities allocated per Share will be equal to the VWAP of these securities listed on such Trading Market over the period comprising the three first Trading Days included in this ten Trading Days’ period and on which such securities are traded on such Trading Market. If the allocated securities are not so traded on such Trading Market on at least three Trading Days during such Trading Days’ period, the value of these securities will be determined by an Independent Expert.

 

 

D-14


  15.

In case of an absorption of the Company by another company (fusion par absorption) or a merger with one or more companies resulting in the incorporation of a new company(fusion par création d’une nouvelle société), a spin-off or division (scission) of the Company, the exercise of the Second Pre-Funded Warrants will allow allocation of shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off.

The new Exercise Ratio will be determined by the Calculation Agent (if the Calculation Agent determines in its sole discretion it is capable of making such adjustment) or (otherwise) by an Independent Expert by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

 

  16.

In case of a buyback of the Company of its own Shares at a price higher than the stock exchange price, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio applicable before the buyback and the following ratio:

Share price x (1-Pc%)

 

 

Share price – Pc% x Buyback price

For the calculation of this ratio:

 

   

Share price means the VWAP of the Shares over the period comprising the three last Trading Days preceding the buyback (or the ability of buyback):

 

   

Pc% means the percentage of total share capital repurchased; and

 

   

Buyback price means the effective buyback price.

 

  17.

In case of amortization of the share capital of the Company, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio on the date before the start of the contemplated Transaction and of the following ratio:

Value of a Share before amortization

 

 

Value of a Share before amortization—amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Trading Day on which the Shares are first traded ex- amortization.

 

  18.  (a)

In case of a change in the allocation of profits and/or creation of new preferred shares resulting in such modification by the Company, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio before the start of the contemplated Transaction and the following ratio:

Share price before modification

 

 

Share price before modification - reduction per Share of the right to profits.

 

 

D-15


For the calculation of this ratio:

 

   

the Share price before modification means the VWAP of the Shares over the period comprising the last three Trading Days preceding the date of modification;

 

   

the reduction by Share on the right to profits will be determined by an Independent Expert and will be submitted to the approval of the Holders’ General Meeting (as defined in Condition 7).

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Second Pre-Funded Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above, as applicable.

 

  (b)

in case of creation of preferred shares without a modification in the distribution of profits, the adjustment of the Exercise Ratio that would be necessary will be determined by an Independent Expert.

If the Company were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

 

  (b)

Retroactive Adjustments

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of Second Pre-Funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such Second Pre-Funded Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive).

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of Second Pre-funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such Second Pre-Funded Warrants such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date.

The relevant holder of such Second Pre-Funded Warrants will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

 

 

D-16


  (c)

Notification of Adjustments

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 13 within three (3) Business Days of the effectiveness of the adjustment.

The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

 

6.

Form, Title and Transfer of Second Pre-Funded Warrants

The Second Pre-Funded Warrants will be held in dematerialized bearer form (au porteur) in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Subject to compliance with any applicable securities laws, the Second Pre-Funded Warrants are freely negotiable.

Second Pre-Funded Warrants shall not be listed on Euronext Paris or on any other stock exchange.

Title to the Second Pre-Funded Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the Second Pre-Funded Warrants.

The Second Pre-Funded Warrants will, upon issue, be inscribed in the books of Euroclear France SA (“Euroclear France”), which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the Second Pre-Funded Warrants shall be evidenced by entries in the books of such intermediary institutions, and transfer of the Second Pre-Funded Warrants may only be effected through registration of the transfer in their books.

 

7.

Representation of Holders

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders’ General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”).

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the Second Pre-Funded Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions of the Second Pre-Funded Warrants and to approve any decision that has an impact on the conditions for subscription of the Second PFW Shares determined within the scope of these Terms and Conditions of the Second Pre-Funded Warrants.

 

 

D-17


In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders’ General Meeting will be given by way of a press release published by the Company which will also be posted on its website (www.dbv-technologies.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders’ General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by videoconference or by any other means of telecommunication allowing the identification of participating Holders, as provided mutatis mutandis by Article R. 223-30-1 of the French Commercial Code.

Decisions of the Holders’ General Meetings once approved will be published by way of a press release posted by the Company on its website (www.dbv-technologies.com).

 

8.

Calculation Agent, Independent Expert

The Company has appointed Conv-Ex Advisors Limited as calculation agent (the “Calculation Agent”).

The Company reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any Second Pre-Funded Warrant is outstanding, there will at all times be a Calculation Agent.

The Calculation Agent is acting exclusively as an agent for, and upon request from, the Company. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the Second Pre-Funded Warrants (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Calculation Agent (acting in such capacity) nor any Independent Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable nor shall they incur any liability as against, the Holders, the Representative and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

The Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Company and the Calculation Agent at the latest on the Issue Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Company, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

If any doubt shall arise as to whether an adjustment is to be made to the Exercise Ratio or as to the appropriate adjustment to the Exercise Ratio, or as to any determination specified to be made by the Calculation Agent in these Terms and Conditions, and following consultation between the Company, the Calculation Agent and an Independent Expert, a written opinion of such Independent Expert in respect thereof shall be conclusive and binding on the Company, the Holders, the Registrar and the Calculation Agent, save in the case of wilful default, bad faith or manifest error.

 

 

D-18


9.

Suspension of the ability to exercise the Second Pre-Funded Warrants

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company’s shareholders, the Company will be entitled to suspend the exercise of the Second Pre-Funded Warrants for a period that may not exceed the shorter of three months or any other required period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 9 the first day of which falls during the period of 120 days prior to the day which (but for the operation of this Condition 9) would be the last day of the Exercise Period, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company’s decision to suspend the ability to exercise the Second Pre-Funded Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the Second Pre-Funded Warrants will begin and end. At the same time, this information will also be the object of a notice published by the Company pursuant to Condition 13 and (if the rules of the Trading Market so require) a notice published by the Trading Market.

 

10.

Modification of the rules for profit distribution, capital amortization, modification of the legal form or corporate purpose of the Company - reduction of the Company’s share capital due to losses

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5(a):

 

  (i)

the Company may modify its form or corporate purpose without the approval of the Holders’ General Meeting;

 

  (ii)

the Company may, without requesting the approval of the Holders’ General Meeting, amortize its share capital, modify the allocation of its profits or issue preferred shares, as long as there are outstanding/unexercised Second Pre-Funded Warrants, provided that it has taken the necessary measures to preserve the rights of the Holders (see Condition 5 above);

 

  (iii)

in case of a reduction in the Company’s share capital motivated by losses and carried out by reducing the nominal amount or the number of Shares making up the share capital, the rights of the Holders will be reduced accordingly, as if they had exercised the Second Pre-Funded Warrants before the date on which the capital reduction became effective. In case of a reduction in the Company’s share capital by reducing the number of Shares, the new Exercise Ratio will be determined by the Calculation Agent and will be equal to the product of the Exercise Ratio in force before the reduction in the number of Shares and the ratio of the number of Shares outstanding to the number of shares and the following ratio:

Number of Shares forming the share capital after the transaction

 

 

Number of Shares forming the share capital before the transaction

 

 

D-19


11.

New issues and assimilation

The Company may issue other warrants fungible with (assimilable) the Second Pre-Funded Warrants. To the extent that these similar (assimilable) warrants and the Second Pre-Funded Warrants will confer identical rights in all respects and that the terms and conditions of those warrants are identical to these of the Second Pre-Funded Warrants, the Holders and the holders of those warrants will be regrouped in a single masse for the defense of their common interests.

All the Second Pre-Funded Warrants issued as a result of the exercise of BS Warrants by the holders will be fungible (assimilables) and form a single series as from their dates of issue and their holders will be grouped in a single masse for the defense of their common interests.

 

12.

Absence of restriction in the Company’s by-laws on the free negotiability of the Second Pre-Funded Warrants and the Second PFW Shares to be issued upon exercise

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the Second Pre-Funded Warrants and the Shares comprising the Company’s share capital.

 

13.

Notices

Except as otherwise provided herein, notices to Holders will be given by means of a notice posted on the Company’s website (www.dbv-technologies.com).

 

14.

Taxes

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of Second PFW Shares upon exercise of the Second Pre-Funded Warrants.

 

15.

Successor and Assigns

These Terms and Conditions of the Second Pre-Funded Warrants shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets (including by way of contribution, spin-off or partial spin-off). The Company may not assign the Second Pre-Funded Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

 

16.

Third Party Rights

These Second Pre-Funded Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions of the Second Pre-Funded Warrants or any other term of these Second Pre-Funded Warrants.

 

17.

Governing Law

These Terms and Conditions of the Second Pre-Funded Warrants shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the Second Pre-Funded Warrants or the transactions contemplated by these Terms and Conditions of the Second Pre-Funded Warrants will be submitted to the exclusive jurisdiction of the Paris court of economical activities (Tribunal des activités économiques de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

 

D-20


Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [•]

Copy to: Company

Attention: Finance Department—DBV [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

EXERCISE NOTICE

Reference is made to the Second Pre-Funded Warrants (ISIN code: FR001400YM91), issued on April 7, 2025, by DBV Technologies S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 441 772 522, with a registered capital of Euros [•] and having its registered office at 107 avenue de la République, 92320 Châtillon, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the Second Pre-Funded Warrants.

The undersigned, [•], residing [•], having a full knowledge of the Company’s by-laws and the Terms and Conditions of the Second Pre-Funded Warrants, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the Second Pre-Funded Warrants, it being understood and agreed that one Second Pre-Funded Warrant is exercisable for such number of Shares as is determined by the Calculation Agent in accordance with Condition 4 based on the Exercise Ratio in effect on the Exercise Date, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) Second Pre-Funded Warrants out of the ___________________ Second Pre-Funded Warrants held by the undersigned.

As a result of the above, the undersigned:

 

   

hereby subscribes to the number of Second PFW Shares calculated in accordance with the Conditions in respect of this exercise (the “Exercised Shares”),

 

   

pays in whole and immediately an Aggregate Exercise Price (as defined in Condition 2(b)) amounting to €[LETTERS] (€[NUMBERS])9 by wire transfer of immediately available funds in Euros to on the account number [•] open in the name of the Company at Registrar, bank code [•], guichet code [•], RIB key [•], Swift [•], IBAN [•] of the corresponding amount;

Pursuant to Condition 2(e), on the Exercised Shares Delivery Date, the Exercised Shares will be credited10:

 

9

Per the definition thereof, the Aggregate Exercise Price is equal to the product (rounded up to the nearest whole multiple of 0.01) of:

(E) Euro 0.0175 (being the Exercise Price per Second Pre-Funded Warrant); and

(F) the number of Second Pre-Funded Warrants being exercised pursuant to this Exercise Notice.

 

10 

Please modify according to your choice.

 

 

D-21


  (iii)

to the undersigned’s securities account opened in the name of the undersigned with the Registrar, or

 

  (iv)

to the following undersigned’s securities account [•].

Subscription Date:________________________________

Name:________________________________________

By:________________________

Name:_____________________

Title:_______________________

Dated:_____________________

The Company hereby acknowledges the above exercise notice and has, in reliance on the information regarding beneficial ownership of the Holder and the Attribution Parties provided by the Holder, determined that the exercise would not violate Condition 2(f).

By:________________________

Name:_____________________

Title:_______________________

Dated:_____________________

 

 

 

D-22


Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [•]

Copy to: Company

Attention: Chief Financial Officer [***]

Copy to: Calculation Agent

Attention: Calculation Agency Team [***]

The Registrar hereby acknowledges this Exercise Notice attached hereto.

 

Date: ____________________________________

By: _______________________________________

Name: ____________________________________

Title: ______________________________________

 

 

 


EXHIBIT [E]

FORM OF NOTICE

Bank account from which the Subscriber Aggregated Subscription Price will be wired:

[•]

Securities account to which the [New Shares]/[First Pre-Funded Warrants and BS Warrants] will be transferred:

[•]


EXHIBIT F

REGISTRATION RIGHTS AGREEMENT

[Registration Rights Agreement separately filed]


EXHIBIT G

SUBSCRIBER QUESTIONNAIRE


INVESTOR SUITABILITY QUESTIONNAIRE

DBV TECHNOLOGIES S.A.

This Questionnaire is being distributed to certain individuals and entities which may be offered the opportunity to purchase securities (the “Securities”) of DBV TECHNOLOGIES S.A., a Delaware corporation (the “Company”). The purpose of this Questionnaire is to assure the Company that all such offers and purchases will meet the standards imposed by the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws.

All answers will be kept confidential. However, by signing this Questionnaire, the undersigned agrees that this information may be provided by the Company to its legal and financial advisors (including Cooley LLP), and the Company and such advisors may rely on the information set forth in this Questionnaire for purposes of complying with all applicable securities laws and may present this Questionnaire to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws. The undersigned represents that the information contained herein is complete and accurate and will notify the Company of any material change in any of such information prior to the undersigned’s investment in the Company.

FOR INDIVIDUAL INVESTORS

Accredited Investor Certification. The undersigned makes one of the following representations regarding its income or net worth and certain related matters and has checked the applicable representation:

 

  [__]

The undersigned’s income1 during each of the last two years exceeded $200,000 or, if the undersigned is married, the joint income of the undersigned and the undersigned’s spouse during each of the last two years exceed $300,000, and the undersigned reasonably expects the undersigned’s income, from all sources during this year, will exceed $200,000 or, if the undersigned is married, the joint income of undersigned and the undersigned’s spouse from all sources during this year will exceed $300,000.

 

  [__]

The undersigned’s net worth,2 including the net worth of the undersigned’s spouse, is in excess of $1,000,000 (excluding the value of the undersigned’s primary residence).

 

  [__]

The undersigned cannot make any of the representations set forth above.


FOR ENTITY INVESTORS

Accredited Investor Certification. The undersigned makes one of the following representations regarding its net worth and certain related matters and has checked the applicable representation:

 

  [__]

The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.

 

  [__]

The undersigned is a bank, insurance company, investment company registered under the United States Investment Company Act of 1940, as amended (the “Companies Act”), a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended.

 

  [__]

The undersigned is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the undersigned has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.

 

  [__]

The undersigned is a corporation, limited liability company, partnership, business trust, not formed for the purpose of acquiring the Securities, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in each case with total assets in excess of $5,000,000.

 

  [__]

The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) qualify under any of the above subparagraphs, or, if an individual, each such individual has a net worth,2 either individually or upon a joint basis with such individual’s spouse, in excess of $1,000,000 (within the meaning of such terms as used in the definition of “accredited investor” contained in Rule 501 under the Securities Act), or has had an individual income1 in excess of $200,000 for each of the two most recent years, or a joint income with such individual’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

 

  [__]

The undersigned cannot make any of the representations set forth above.


IN WITNESS WHEREOF, the undersigned has executed this Investor Suitability Questionnaire as of the date written below.

 

 

 

Name of Investor

 
 

 

(Signature)

 
 

 

Name of Signing Party (Please Print)

 
 

 

Title of Signing Party (Please Print)

 
 

 

Address

 
 

 

Address

 
 

 

Email

 
 

 

Date Signed

 

1 

For purposes of this Questionnaire, “income” means adjusted gross income, as reported for federal income tax purposes, increased by the following amounts: (a) the amount of any tax exempt interest income received, (b) the amount of losses claimed as a limited partner in a limited partnership, (c) any deduction claimed for depletion, (d) amounts contributed to an IRA or Keogh retirement plan, (e) alimony paid, and (f) any amounts by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code.

2 

For purposes of this Questionnaire, “net worth” means the excess of total assets, excluding your primary residence, at fair market value over total liabilities, including your mortgage or any other liability secured by your primary residence only if and to the extent that it exceeds the value of your primary residence. Net worth should include the value of any other shares of stock or options held by you and your spouse and any personal property owned by you or your spouse (e.g. furniture, jewelry, other valuables, etc.).

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2025 by and among DBV Technologies S.A., a société anonyme organized under the laws of the French Republic (the “Company”), and the “Investors” who are signatories to this Agreement and to Securities Purchase Agreements, and listed on Annex I-C thereto, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreements”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreements unless otherwise defined herein.

The parties hereby agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

ABSAs” has the meaning ascribed to it in the Purchase Agreements.

ABSA Warrants” means, collectively, the warrants included in the ABSAs.

ABSA Warrant Shares” means, collectively, the Ordinary Shares issued or issuable upon exercise of the ABSA Warrants.

ADSs” means American Depositary Shares, each representing five Ordinary Shares.

Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act or, in respect of any French law aspect, under L233-3 of the French Code of commerce (Code de commerce).

BS Warrants” means, collectively, the warrants included in the PFW-BS-PFWs.

Business Day” means a day, other than a Saturday or Sunday, on which banks in New York are open for the general transaction of business.

Closing Date” has the meaning ascribed to it in the Purchase Agreements.

Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

Investors” means the Investors identified on Schedule I attached hereto and any Affiliate or permitted transferee of any such Investor who is a subsequent Holder of Registrable Securities.

New Shares” means, collectively, the Ordinary Shares included in the ABSAs.

Ordinary Shares” means the Company’s ordinary shares, of €0.10 nominal value each and includes ordinary shares represented by ADSs.

Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.


First PFW Shares” means, collectively, the Ordinary Shares issued or issuable upon exercise of the First Pre-Funded Warrants.

First Pre-Funded Warrants” means the pre-funded warrants included in the PFW-BS-PFWs.

PFW-BS-PFWs” has the meaning ascribed to it in the Purchase Agreements.

Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document.

Registrable Securities” means (i) the New Shares, (ii) the ABSA Warrant Shares, (iii) the First PFW Shares, (iv) the Second PFW Shares, and (v) any other Ordinary Shares issued as a dividend or other distribution with respect to, in exchange for or in replacement of the Ordinary Shares referenced in (i)-(iv) above, in each case issued and sold pursuant to the Purchase Agreements; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) upon the first to occur of (A) a Registration Statement with respect to the sale of such Registrable Securities being declared effective by the SEC under the 1933 Act and such Registrable Securities having been disposed of by the Holder thereof in accordance with such effective Registration Statement, (B) such Registrable Securities having been sold in accordance with Rule 144 (or another exemption from the registration requirements of the 1933 Act), (C) such Registrable Securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144 and (D) the fifth anniversary of the Closing Date. For the avoidance of doubt, any provision herein requiring the calculation of the number of Registrable Securities as of any date, or the computation of a percentage of Registrable Securities, shall be deemed to refer to the number of Ordinary Shares constituting Registrable Securities as of such date, assuming the ABSA Warrants, the First Pre-Funded Warrants and the Second Pre-Funded Warrants, are exercisable without regard to any exercise limitations.

Registration Statement” means any registration statement of the Company under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

Required Investors” means the Investors holding a majority of the Registrable Securities outstanding from time to time.

SEC” means the U.S. Securities and Exchange Commission.

SEC Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the 1933 Act.

Second Pre-Funded Warrants” means, collectively, the pre-funded warrants issued or issuable upon exercise of the BS Warrants.

Second PFW Shares” means, collectively, the Ordinary Shares issued or issuable upon exercise of the Second Pre-Funded Warrants.

Securities” means, collectively, the New Shares, ASBA Warrants, ABSA Warrant Shares, First Pre-Funded Warrants, First PFW Shares, BS Warrants, Second Pre-Funded Warrants, and Second PFW Shares.


Selling Securityholder Questionnaire” means the Selling Securityholder Notice and Questionnaire, in the form attached hereto as Annex B (or similar form reasonably satisfactory to the Company and sufficient in substance for the Company to obtain the information necessary to effect the transactions contemplated by the Transaction Documents).

Trading Day” means a day on which the Ordinary Shares are listed, quoted and traded on the Nasdaq Capital Market in the form of ADSs; provided, that in the event that the Ordinary Shares in the form of ADSs are not listed or quoted as set forth in the foregoing sentence, then Trading Day shall mean a Business Day.

Transaction Documents” means this Agreement and the Purchase Agreements.

2. Registration.

(a) Registration Statements.

(i) No later than forty-five (45) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement covering the resale of all of the Registrable Securities which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution, substantially in the form and substance attached hereto as Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full.

(ii) The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company, provided that if at such time the Registration Statement is on Form S-1, the Company 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.

(b) Expenses. The Company will pay all expenses associated with each Registration Statement, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold. Except as provided in Section 6 hereof, the Company shall not be responsible for legal fees incurred by Holders in connection with the performance of its rights and obligations under the Transaction Documents.

(c) Effectiveness.

(i) The Company shall use commercially reasonable efforts to have the Registration Statements declared effective as soon as reasonably practicable after the filing thereof. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. Subject to Section 2(d), if


(A) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) ten Business Days after the SEC informs the Company that no review of such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (ii) the 75th day after the Closing Date (or the 120th day if the SEC reviews such Registration Statement), (the “Effectiveness Deadline”), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid in cash no later than five (5) Business Days after each such 30-day period following the commencement of the Blackout Period until the termination of the Blackout Period (the “Blackout Period Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Period Payment Date until such amount is paid in full.

(ii) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to file a Registration Statement (or any amendment thereto) or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of such Registration Statement, for a period of up to forty-five (45) days in any twelve-month period, if (A) the Company determines in good faith that a postponement is in the best interest of the Company and its shareholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (B) the Company determines such registration would render the Company unable to comply with applicable securities laws, (C) the Company determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (D) audited financial statements as of a date other than the fiscal year end of the Company would be required to be prepared; and (ii) the Company may, upon written notice to any Holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including any Prospectus that forms a part of a Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in the Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall Holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total Trading Days in any 180-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”). Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt written notice (which notice shall not contain any material non-public information regarding the Company) to Holders whose Registrable Securities are included in the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby.

(d) Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act (provided, however, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09)


or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly notify each Holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” The Investors shall have the right to select one legal counsel designated by the Required Investors, at such Investors’ expense, to review and oversee any registration or matters pursuant to this Section 2(d), including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) as provided below and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows (unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree):

 

a.    First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;
b.    Second, the Company shall reduce Registrable Securities represented by Second PFW Shares (applied, in the case that some Second PFW Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Second PFW Shares held by such Holders);
c.    Third, the Company shall reduce Registrable Securities represented by First PFW Shares (applied, in the case that some First PFW Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered First PFW Shares held by such Holders);
d.    Fourth, the Company shall reduce Registrable Securities represented by ABSA Warrant Shares (applied, in the case that some ABSA Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered ABSA Warrant Shares held by such Holders); and
d.    Fifth, the Company shall reduce Registrable Securities represented by New Shares (applied, in the case that some New Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered New Shares held by such Holders).

No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination Date”). In furtherance of the foregoing, each Investor shall provide the Company with prompt written notice of its sale of substantially all of the Registrable Securities under such Registration Statement such that the Company will be able to file one or more additional Registration Statements covering the Cut Back Shares. From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for such Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares shall be the 60th day immediately after the Restriction Termination Date (or the 120th day if the SEC reviews such Registration Statement).

(e) Other Limitations. Notwithstanding any other provision in the Transaction Documents, (i) the Filing Deadline and each Effectiveness Deadline for a Registration Statement shall be extended and any Maintenance Failure shall be automatically waived by no action of the Investors, in each case, without default by or liquidated damages payable by the Company to an Investor hereunder in the event that the Company’s failure to make such filing or obtain such effectiveness or a Maintenance Failure results from the failure of such Investor to timely provide the Company with information requested by the Company and necessary to complete a Registration Statement in accordance with the requirements of the 1933 Act (in which case any such deadline would be extended, and a Maintenance Failure waived, with respect to all Registrable Securities of such Investor until such time as the Investor provides such requested information), it being understood that the failure of such Investor to timely provide such information to the Company shall not affect the rights of other Investors herein, and (ii) in no event shall the aggregate amount of liquidated damages (or interest thereon) paid under this Agreement to any Investor exceed, in the aggregate, 5% of the aggregate purchase price of the ABSAs and PFW-BS-PFWs purchased by such Investor under the Purchase Agreement.


(f) Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Condition 6.4 of Annex I-A to the Purchase Agreement to the extent required therein, the Company covenants and agrees that from and after the date hereof while the Investor continues to own the Securities, neither it, nor any other Person acting on its behalf will provide any Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Investor shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. Except as may otherwise be agreed with a given Investor, to the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

3. Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective until such time as there are no longer Registrable Securities held by the Investors (the “Effectiveness Period”) and advise the Investors promptly in writing when the Effectiveness Period has expired;

(b) prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus as may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c) provide via email to the Investors who have supplied the Company with email addresses each Registration Statement and all amendments and supplements thereto not less than three (3) Trading Days prior to their filing with the SEC and reflect in each such document when so filed with the SEC such comments regarding the Investors and the plan of distribution as the Investors may reasonably and promptly propose no later than two (2) Trading Days after the Investors have been so furnished with copies of such documents as aforesaid;

(d) furnish to each Investor whose Registrable Securities are included in any Registration Statement (i) promptly after the same is prepared and filed with the SEC, if requested by such Investor, one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor (it being understood and agreed that such documents, or access thereto, may be provided electronically);

(e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

(f) prior to any public offering of Registrable Securities, use reasonable best efforts to assist or cooperate with the Investors and their counsel in connection with their registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investors; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;


(g) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on The Nasdaq Capital Market (or the primary securities exchange, interdealer quotation system or other market on which the Ordinary Shares are then listed);

(h) promptly notify the Investors (which notice shall not contain any material non-public information regarding the Company), at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as reasonably practicable, prepare, file with the SEC and furnish to such Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(i) comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder;

(j) with a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell Ordinary Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the Holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish electronically to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of or electronic access to the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and

(k) promptly following the effectiveness of the Registration Statement (and, in any case, within five (5) Business Days of the effectiveness of the Registration Statement), the Company shall use commercially reasonable efforts to take all actions (including, without limitation, the delivery of any necessary opinions, certifications and representations) necessary on its behalf to permit the Investor to exchange the Registrable Securities for ADSs listed on The Nasdaq Capital Market.

4. Due Diligence Review; Information. If any Investor is required under applicable securities laws to be described in a Registration Statement as an “underwriter,” the Company shall, upon reasonable prior notice, make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company) (collectively, the “Inspectors”), all pertinent financial and other records, and all other corporate documents and properties of the Company (collectively, the “Records”) as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Inspectors (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of such Registration Statement for the sole purpose of enabling such Investor and its accountants and attorneys to conduct such due diligence solely for the purpose of establishing a due diligence defense to underwriter liability under the 1933 Act; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to such Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the


disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of the Transaction Documents. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

Notwithstanding the foregoing, the Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

5. Obligations of the Investors.

(a) Each Investor shall execute and deliver a Selling Securityholder Questionnaire at least ten days prior to the Filing Deadline. Each Investor shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least seven (7) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than five (5) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) such Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

(b) Each Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(c) Each Investor agrees that, upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made.

(d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement.


6. Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other Person, if any, who controls such Investor (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, partners, members, managers, trustees and employees of each such controlling Person, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof, (ii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus, (ii) the use by an Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that such Prospectus is outdated or defective or (iii) an Investor’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

(b) Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in any Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information regarding such Investor and furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater than the dollar amount of the proceeds received by such Investor upon the sale of the Registrable Securities included in such Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (C) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which shall not be unreasonably withheld or conditioned, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.


(d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

7. Miscellaneous.

(a) Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Investors. Notwithstanding the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors and such amendment, action or omission is applicable to, or impacts, all Investors in the same fashion.

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 8 of Annex I-A to the Purchase Agreement.

(c) Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and permitted assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder (but only with all related obligations) in connection with the transfer of Registrable Securities by such Investor to such person, provided that (i) the Investor agrees in writing with the transferee or assignee to assign such rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement; and (vi) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee represents at least $5.0 million of Registrable Securities (based on the then-current market price of the Ordinary Shares).

(d) Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Ordinary Shares are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

(e) Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(h) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

(i) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

(j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(k) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof (other than sections 5-1401 and 5-1402 of the General Obligations Law). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(l) Interpretation. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to this Agreement. In addition, the word “or” is not exclusive; the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”; and the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.


(m) Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Investor shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.

[remainder of page intentionally left blank]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

DBV TECHNOLOGIES S.A.
By:  

/s/ Daniel Tassé

Name:   Daniel Tassé
Title:   Chief Executive Officer

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Averill Master Fund, Ltd.

By:  

/s/ Andrew Nathanson

Name:   Andrew Nathanson
Title:   Authorized Signatory

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Averill Madison Master Fund, Ltd.

By:  

/s/ Andrew Nathanson

Name:   Andrew Nathanson
Title:   Authorized Signatory

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

667, L.P.

BY: BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner.
By:  

/s/ Scott Lessing

Name:   Scott Lessing
Title:   President

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

BAKER BROTHERS LIFE SCIENCES, L.P..

BY: BAKER BROS. ADVISORS LP, management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to Baker Brothers Life Sciences, L.P. and not as the general partner.
By:  

/s/ Scott Lessing

Name:   Scott Lessing
Title:   President

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

Citadel CEMF Investments Ltd.

By:   Citadel Advisors LLC, its Portfolio Manager
By:  

/s/ Antonia Peabody

Name:   Antonia Peabody
Title:   Authorized Signatory

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Yiheng Capital Partners, LP

By:  

/s/ Janet Ji

Name:   Janet Ji
Title:   Chief Financial Officer

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

ADAGE CAPITAL PARTNERS, L.P.

By:  

/s/ Daniel J. Lehan

Name:   Daniel J Lehan
Title:   COO/CCO

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Octagon Private Opportunities Fund LL LP

By:  

/s/ Ting Jia

Name:   Ting Jia
Title:   Managing Member

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Bpifrance Participations

By:  

/s/ Maïlys Ferrère

Name:   Maïlys Ferrère
Title:   Head of Large Venture

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

MPM BioImpact LLC

By:  

/s/ Christopher Wolf

Name:   Christopher Wolf
Title:   CFO

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Vivo Opportunity Cayman Fund, L.P.

By:   Vivo Opportunity, Cayman LLC, General Partner
By:  

/s/ Kevin Dai

Name:   Kevin Dai
Title:   Managing Member

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

Vivo Opportunity Fund Holdings, L.P.

By:   Vivo Opportunity, LLC, General Partner
By:  

/s/ Kevin Dai

Name:   Kevin Dai
Title:   Managing Member

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

JANUS HENDERSON BIOTECH INNOVATION MASTER FUND LIMITED

By:   Janus Henderson Investors US LLC, its investment advisor
By:  

/s/ Agustin Mohedas

Name:   Agustin Mohedas
Title:   Authorized Signatory

[Signature Page to Registration Rights Agreement]


IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

 

INVESTOR:

JANUS HENDERSON BIOTECH INNOVATION MASTER FUND II LIMITED

By:   Janus Henderson Investors US LLC, its investment advisor
By:  

/s/ Agustin Mohedas

Name:   Agustin Mohedas
Title:   Authorized Signatory

[Signature Page to Registration Rights Agreement]


Annex A

Plan of Distribution

Each Selling Securityholder (the “Selling Securityholders”) of the securities and any of their donees, pledgees, transferees, assignees and successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at or negotiated prices. A Selling Securityholder may use any one or more of the following methods when disposing of securities:

 

   

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

   

block trades (which may include crosses) in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

   

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

   

an exchange distribution in accordance with the rules of the applicable exchange and/or secondary distributions;

 

   

directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;

 

   

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

 

   

in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;

 

   

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

   

through the distribution of the securities by any Selling Stockholder to its employees, partners (including limited partners), members or stockholders;

 

   

through delayed delivery requirements;

 

   

by pledge of secure debts and other obligations;

 

   

a combination of any such methods of sale; or

 

   

any other method permitted pursuant to applicable law.

The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the securities, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended (the “Securities Act”), amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Securityholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM 2121.01.


In connection with the sale of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Securityholder s and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities; provided, however, that each Selling Securityholder will pay all underwriting discounts and selling commissions, if any, and any related legal expenses incurred by it. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities arising under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) the date on which all of the securities have been disposed of pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the ordinary shares by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


Annex B

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of ordinary shares, including in the form of American Depositary Shares, and/or ordinary shares acquirable upon exercise of certain outstanding warrants (the “Registrable Securities”) of DBV Technologies S.A., a société anonyme organized under the laws of the French Republic (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

QUESTIONNAIRE

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

 

1.

Name.

(a) Full Legal Name of Selling Securityholder:

 

  

 

  

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

 

  

 

  

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

 

  

 

  

 

2.

Address for Notices to Selling Securityholder:

 

  

 

  
  

 

  

Telephone: _________________________

Fax: ___________________________


Contact Person: __________________________________________________________________

 

3.

Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐ No ☐

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes ☐ No ☐

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes ☐ No ☐

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐ No ☐

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

 

4.

Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Securityholder:

 

  

 

  
  

 

  

 

5.

Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

 

  

 

  
  

 

  


The undersigned acknowledges that the Securities Act and the rules and regulations promulgated thereunder may require the undersigned to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time as long as the undersigned

holds Registrable Securities (as defined in the Registration Rights Agreement). In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

 

    Beneficial Owner:
Date:_____________________    

 

    By:  

 

    Name:  
    Title:  

PLEASE EMAIL A PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

Exhibit 99.1

 

 

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DBV Technologies Announces Financing of up to $306.9 Million (€284.5 Million) to Advance Viaskin® Peanut Patch Through Biologics License Application Submission and U.S. Commercial Launch, if Approved

 

 

DBV secures $125.5 million (€116.3 million) up front and up to $181.4 million (€168.2 million), subject to the full exercise of warrants

 

DBV sufficiently funded through the expected Biologics License Application (BLA) submission to Food and Drug Administration (FDA) for the Viaskin® peanut patch in children 4 – 7-years-old and commercial launch, if approved

 

DBV will host an investor conference call on Monday, March 31st at 5:00pm ET (23h00 CET) to discuss the financing and FDA update

DBV Technologies (the “Company” or “DBV”) (Euronext: DBV – ISIN: FR0010417345 – Nasdaq Capital Market: DBVT), a clinical-stage biopharmaceutical company dedicated to treating pediatric allergies, today announced a financing of up to $306.9 million (284.5 million), including gross proceeds of $125.5 million (116.3 million) to be received upon closing and an aggregate of up to ($181.4 million) (168.2 million) in gross proceeds if all the warrants are exercised, subject to satisfaction of specified conditions. The VITESSE Phase 3 study hitting its primary endpoint will trigger an acceleration of the exercise period of some of the warrants. DBV expects that the proceeds of this funding will be used for working capital and general corporate purposes, to finance the continued development of the Viaskin Peanut program, to finance the preparation and submission of a potential Biologics License Application (“BLA”) and, to finance the readiness of a launch of Viaskin peanut in the US, if approved. The financing will result in an immediate dilution of 22.4% and a maximal dilution of up to 73.7% of existing shareholders (on a non-diluted basis) if all the warrants in the offering are exercised in full.

The financing was led by MPM BioImpact, Adage Capital Management LP, Janus Henderson Investors, Vivo Capital, Octagon Capital, Surveyor Capital (a Citadel company), Bpifrance Participations, Yiheng Capital, as well as several large healthcare dedicated funds.

DBV is developing the Viaskin peanut patch for the treatment of pediatric peanut allergy. This injection of capital is coming on the heels of news issued earlier this week announcing alignment with the FDA on safety exposure data required for a BLA for Viaskin peanut patch in 4 – 7-year-olds, accelerating the timeline for a BLA filing submission upon potential successful completion of VITESSE,” said Daniel Tassé, Chief Executive Officer, DBV Technologies. “I wish to again thank the FDA for their engagement and quick response. We are thrilled that this significant transaction will support our transition to a commercial organization as we progress towards completing the required studies and start preparing the dossiers for FDA review and launch, if approved, for both Viaskin peanut patch indications in toddlers 1 – 3 and children 4 – 7 years-old.”

 

  

 


 

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I’m pleased that we have an opportunity to get the Viaskin peanut patch to patients earlier than planned. VITESSE is the largest study ever conducted for peanut allergy in this age range. We had tremendous interest in this study; our original plan to randomize 600 subjects increased to a final count of 654 due to a surge at the end of recruitment,” said Dr. Pharis Mohideen, Chief Medical Officer, DBV Technologies. “This over-enrollment increases the study’s statistical power to greater than 90% and therefore DBV’s probability of success for VITESSE. Further, we targeted a younger and more sensitive patient population by limiting the age to 4 – 7-year-olds and the entry eliciting dose for the food challenge to 100 mg—these are the patients with a very high unmet medical need and who have historically seen robust treatment effects with Viaskin peanut. We ended up enrolling more younger subjects (i.e., 57% 4 – 5-year-olds) than expected and the overall study median peanut-specific IgE (39.2 kU/L) was also lower than expected, both of which have been associated with more robust treatment response1. We are looking forward to results in the fourth quarter of this year.”

DBV looks forward to the continued advancement of the Viaskin peanut patch programs, highlighting the importance of the Company’s strong cash position with this newly secured capital,” said Virginie Boucinha, Chief Finance Officer, DBV Technologies. “We will continue to exercise diligent use of our resources. This infusion of capital from leading healthcare investors—both existing and new—reflects a strong confidence in the importance of the Viaskin peanut patch, and its potential impact on food allergy families. We are pleased to have such high caliber investors supportive of DBV as we progress towards potential commercialization of the Viaskin peanut patch, if approved.”

The financing consists of:

 

 

a share capital increase without preferential subscription rights reserved to categories of persons satisfying determined characteristics2 pursuant to the 24th resolution of the general meeting of shareholders of May 16, 2024 (the “2024 General Meeting”) for an amount of approximately 38 million, consisting of the issuance of (i) 34,090,004 new shares at a par value of 0.10 (the “New Shares”) each with warrants of the Company attached (the “ABSA Warrants”, and together with the New Shares, the “ABSA”) at a subscription price of 1.1136 per ABSA and (ii) up to 59,657,507 additional new shares, if all the ABSA Warrants attached to the New Shares are exercised (the “ABSA Warrant Shares”); and

 

 

the issue through an offering reserved to categories of persons satisfying determined characteristics of 71,005,656 units (the “PFW-BS-PFW”) for an amount of approximately 79 million at a subscription price of 1.1136 per PFW-BS-PFW (of which 1.1036 will have been prefunded on the issue date), each PFW-BS-PFW consisting of one pre-funded warrant to subscribe for one share of the Company (the “First Pre-Funded Warrants”) and one warrant (the “BS Warrants”) to subscribe to one pre-funded warrants (the “Second Pre-Funded Warrants”), allowing to issue up to 71,005,656 additional new shares if all the First Pre-Funded Warrants are exercised (the “First PFW Shares”) and up to 124,259,898 additional new shares if all the Second Pre-Funded Warrants are exercised (the “Second PFW Shares”, together with the ABSA Warrant Shares and the First Pre-Funded Warrant Shares, the “Warrant Shares”, and together with the New Shares, the “Offered Shares”),

 

 

1 Fleischer DM, et al. Presented at the annual meeting of the Western Society of Allergy, Asthma & Immunology (WSAAI); Waimea, HI; February 9-13, 2025.

2 (i) natural person or legal entity, including company, trust, investment fund or other investment vehicle, regardless of their form, under French or foreign law, investing on a regular basis in the pharmaceutical, biotechnological or medical technology sector, and/or (ii) French or foreign company, institutions or entities of any form, carrying out a significant portion of its business in the pharmaceutical, chemical, medical devices or technology sectors or conducting research in these areas; and/or (iii) French or foreign investment service provider, or any foreign establishment with equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i) and/or (ii) above or in connection with the implementation of an equity or bond financing line and, in this context, to subscribe for the securities issued.

 

  

 


 

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(together, the “Offering”).

Reasons for the Issuance and Use of Proceeds of the Offering

The net proceeds from the issue of the ABSA and the PFW-BS-PFW, together with existing cash and cash equivalents, will be mainly used in the following order of priority (i) for working capital and general corporate purposes, (ii) to finance the continued development of the Viaskin Peanut program, (iii) to finance the preparation and submission of a potential BLA and, (iv) to finance the readiness of a launch of Viaskin peanut in the US, if approved.

As an indication, the aggregate net proceeds from the issue of the ABSA and the PFW-BS-PFW (including the First Pre-Funded Price (as defined below) but excluding the exercise price of the First Pre-Funded Warrants, the ABSA Warrants, the BS Warrants and the Second Pre-Funded Warrants) is expected to be approximately 106.3 million.

If all of the First Pre-Funded Warrants, the BS Warrants, the Second Pre-Funded Warrants and the ABSA Warrants are exercised, the aggregate gross proceeds are estimated to be approximately 284.5 million (estimate aggregate maximum net proceeds of approximately 264.5 million).

Working Capital Statement

The Company’s current cash position (without giving effect to any potential proceeds from the Offering) is not sufficient to cover its operating needs for at least the next 12 months. As a result, there are significant uncertainties surrounding the Company’s ability to continue as a going concern.

On the basis of its current operations, plans and assumptions and prior to the Offering, the Company expects that its cash and cash equivalents of 16.2 million at February 28, 2025 will be sufficient to fund its operations only into April 2025.

The Company estimates that (i) its net cash requirement for the next twelve months is approximately 102.4 million, and (ii) it will need an additional 86.2 million (excluding any potential proceeds from the Offering) to supplement its working capital requirements and finance its operating expenses.

Taking into account the expected net proceeds from the issuance of the ABSA and the PFW-BS-PFW and based on its current operations, plans and assumptions, the Company will have sufficient net working capital to meet its obligations over the next 12 months, and will have sufficient cash and cash equivalents to fund its operations until June 2026.

The Company estimates that, following the issuance of all the Warrant Shares, representing an aggregate gross proceed of up to 284.5 million, the Company could extend its financial visibility into 2028 and through potential commercialization of Viaskin Peanut in the U.S, if approved.

 

  

 


 

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These estimates are based on the Company’s current business plan and excludes any additional expenditures related to other programs than the Viaskin Peanut and Viaskin Milk programs or resulting from the potential in licensing or acquisition of additional product candidates or technologies, or any associated development the Company may pursue. The Company may have based these estimates on assumptions that are incorrect, and the Company may end up using its resources sooner than anticipated.

If the Company is unable to meet its financing targets, it may have to scale back its activities, notably by delaying or reducing the scope of its research and development efforts, or obtain financing through collaboration or other agreements, which could require the Company to relinquish rights to its product candidates, which the Company might otherwise seek to develop or market independently or discontinue all or part of its activities.

Main Characteristics of the Offering

Subscription and Exercise Price

The ABSA and PFW-BS-PFW were issued by decision of the Company’s Chief Executive Officer dated March 27, 2025, under and within the scope of the sub-delegations of authority granted by the Company’s Board of Directors on March 27, 2025 and in accordance with the 24th resolution of the 2024 General Meeting. The representative appointed by Baker Bros. Advisors LP and the representative of Bpifrance Participations SA to the Company’s Board of Directors did not take part in the vote on the decisions at the meeting of the Board of Directors held on March 27, 2025.

The subscription price of the ABSA (the “ABSA Price”) is 1.1136 per ABSA (0.10 par value and 1.0136 issue premium). This ABSA Price includes the fixed price per ABSA Warrant (i.e. the euro equivalent of $0.21875) required by the Nasdaq rules for each ABSA Warrant and shows a premium of 1.37% (excluding the ABSA fixed price and 23.89% including the ABSA fixed price) compared with the volume-weighted average of the ordinary share price on the regulated market of Euronext in Paris (“Euronext Paris”) over five consecutive trading sessions out of the last 30 trading sessions preceding the setting of the price (i.e. the sessions of March 13, 14, 17, 18 and 19 2025) (i.e. 0.8989) (the “Reference Share Price”), and a 1.70% discount to this price including the theoretical value of 100% of an ABSA Warrant. The theoretical value of an ABSA Warrant obtained using the Black-Scholes method is 0.23, with a volatility of 59.1%.

The exercise price per ABSA Warrant is equal to 1.5939, i.e. an amount corresponding to (i) the ABSA Price less the fixed price per warrant of 0.2028 multiplied by (ii) one point seventy-five (1.75) (the “ABSA Warrants Exercise Price”).

Given the specific characteristics of the PFW-BS-PFW, the price of a PFW-BS-PFW is equal to the ABSA Price and corresponds to the First Pre-Funded Price (as defined below) to be paid up on the date of issue of the PFW-BS-PFW and to the balance of the exercise price of the First Pre-Funded Warrants equal to 0.01 to be paid up on the date of exercise of the First Pre-Funded Warrants.

 

  

 


 

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The exercise price per BS Warrant is equal to 1.5764, i.e. the ABSA Warrants Exercise Price less 0.0175, and corresponds to the Second Pre-Funded Price to be paid up on the date of issue of the Second Pre-Funded Warrants.

The exercise price per Second Pre-Funded Warrant is equal to 0.0175 to be paid up on the date of exercise of the Second Pre-Funded Warrants.

Main Characteristics of the First Pre-Funded Warrants and the Second Pre-Funded Warrants

The main feature of the First Pre-Funded Warrants and the Second Pre-Funded Warrants is that their aggregate price, i.e. 1.1136 and 1.5939 respectively, is prefunded in the amount of 1.1036 (the “First Pre-Funded Price”) and 1.5764 (the “Second Pre-Funded Price” and each of the First Pre-Funded Price and Second Pre-Funded Price, a “Pre-Funded Price”) respectively (i.e. the relevant exercise price less (i) 0.01 for each First Pre-Funded Warrant or (ii) 0.0175 for each Second Pre-Funded Warrant) on their date of issue (at the time of subscription) and not on their date of exercise. Payment of a Pre-Funded Price is final and irrevocable.

The First Pre-Funded Warrants and Second Pre-Funded Warrants are exercisable in cash from their date of issue until April 7, 2035 (the “Pre-Funded Warrant Exercise Period”).

The exercise of (i) one (1) First Pre-Funded Warrant will give the right to subscribe to one (1) First PFW Share (the “First Pre-Funded Warrant Exercise Ratio”) and (ii) one (1) Second Pre-Funded Warrant will give the right to subscribe to one point seventy five (1.75) Second PFW Shares (the “Second Pre-Funded Warrant Exercise Ratio”), in each case at an aggregate price of 1.1136 and 1.5939 per warrant respectively, it being specified that (i) as the exercise prices have been prefunded on the respective dates of issue of the First Pre-Funded Warrants and the Second Pre-Funded Warrants up to the relevant Pre-Funded Price, only the balance (corresponding to an amount equal to (i) 0.01 per First Pre-Funded Warrant and (ii) 0.0175 per Second Pre-Funded Warrant) will have to be paid up on the date on which the First Pre-Funded Warrants and the Second Pre-Funded Warrants are exercised, and (ii) the First Pre-Funded Warrant Exercise Ratio and the Second Pre-Funded Warrant Exercise Ratio may be adjusted following any transactions carried out by the Company involving its share capital or reserves in order to maintain the rights of the holders of the First Pre-Funded Warrants and the Second Pre-Funded Warrants, in accordance with applicable regulations.

No fractional shares shall be issuable upon the exercise of First Pre-Funded Warrant and Second Pre-Funded Warrants, provided that the number of shares to be delivered in respect of any exercise of one or more First Pre-Funded Warrants or Second Pre-Funded Warrants pursuant to any exercise notice shall be rounded down to the nearest whole multiple of one share.

If the Company carries out any of the transactions referred to in Articles L. 228-99 and L. 228-101 of the French Commercial Code, the rights of holders of the First Pre-Funded Warrants and Second Pre-Funded Warrants will be maintained in accordance with said articles.

Main Characteristics of the ABSA Warrants

The ABSA Warrants will be detached from the New Shares as soon as they are issued.

 

  

 


 

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The ABSA Warrants will entitle their holders, at their discretion, to subscribe for new shares of the Company. The ABSA Warrants will be exercisable from their respective date of issue until the earlier of (i) April 7, 2027 and (ii) 30 days following the publication by the Company of a press release announcing that the ongoing VITESSE trial of Viaskin peanut in 4-7 years old met the primary endpoint defined in the VITESSE study protocol, it being specified that (i) the primary measure of treatment effect will be the difference in response rates at Month 12 between active and placebo treatment groups, (ii) the primary analysis will be based on a 2-sided confidence interval (“CI”) for the difference in response rates and (iii) the primary analysis must be positive according to the success criterion (lower bound of the 2-sided 95% CI of the difference in response rates 15%) (the “ABSA Warrant Exercise Period”). The exercise of one (1) ABSA Warrant will give the right to subscribe to one point seventy-five (1.75) ABSA Warrant Shares at a price of 1.5939 per ABSA Warrant.

No fractional shares shall be issuable upon the exercise of ABSA Warrants, provided that the number of shares to be delivered in respect of any exercise of one or more ABSA Warrants pursuant to any exercise notice shall be rounded down to the nearest whole multiple of one share.

If the Company carries out any of the transactions referred to in Articles L. 228-99 and L. 228-101 of the French Commercial Code, the rights of the holders of the ABSA Warrants will be maintained in accordance with said articles.

Main Characteristics of the BS Warrants

The BS Warrants will be detached from the First Pre-Funded Warrants as soon as they are issued.

The BS Warrants will entitle their holders, at their discretion, to subscribe for Second Pre-Funded Warrants. The BS Warrants will have the same exercise period as the ABSA Warrants. The exercise of a BS Warrant will entitle their holders to subscribe to one (1) Second Pre-Funded Warrants allowing to subscribe to one point seventy five (1.75) Second PFW Shares. The exercise price per BS Warrant is equal to 1.5764 and corresponds to the Second Pre-Funded Price to be paid up on the date of issue of the Second Pre-Funded Warrants.

Representation of Holders

Holders of ABSA Warrants, BS Warrants, First Pre-Funded Warrants and Second Pre-Funded Warrants will each be grouped automatically for the defense of their common interests in a masse. The masses will act, in part, through a representative and, in part, through collective decisions of the relevant holders.

Governance Rights:

As part of the Offering, the Company has undertaken, subject to settlement of the ABSA and the PFW-BS-PFW to propose the appointment of Christiana Bardon, M.D., MBA, Managing Partner, MPM BioImpact as member of the Board of Directors at the next shareholders’ general meeting of the Company.

 

  

 


 

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The Banks

LifeSci Capital LLC is acting as lead placement agent and Van Lanschot Kempen N.V. together with Van Lanschot Kempen (USA) Inc., is acting as co-placement agent for the Offering (the “Placement Agents”) and Titan Partners Group LLC. as financial advisor (the “Financial advisor” and together with the Placement Agents, the “Banks”).

Financing Participants

Baker Brothers Investment holding 22.82% of the share capital of the Company before the Offering, subscribes for 27,304,896 First Pre-Funded Warrants of the Company and will hold, after the completion of the Offering (excluding the exercise of the ABSA Warrants, the First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants), 17.14% of the Company’s share capital. After the exercise of all the ABSA Warrants, First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants, Baker Brothers Investment would hold 25.15% of the Company’s share capital subject to FDI clearance for the purpose of crossing the 25%.

Bpifrance Participations holding 6.73% of the share capital of the Company before the Offering, subscribes for 3,746,732 ABSA of the Company and will hold, after the completion of the Offering (excluding the exercise of the ABSA Warrants, the First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants), 7,79% of the Company’s share capital. After the exercise of all the ABSA Warrants, the First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants, Bpifrance Participations would hold 4.40% of the Company’s share capital.

Suvretta Capital holding 0% of the share capital of the Company before the Offering, subscribes for 20,586,452 First Pre-Funded Warrants of the Company and will hold, after the completion of the Offering (excluding the exercise of the ABSA Warrants, First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants), 0% of the Company’s share capital. After the exercise of all the ABSA Warrants, the First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants, Suvretta Capital would hold 14.45% of the Company’s share capital subject to FDI clearance for the purpose of crossing the 10%.

MPM BioImpact holding 0% of the share capital of the Company before the Offering, subscribes for 5,272,532 ABSA and 10,108,780 First Pre-Funded Warrants of the Company and will hold, after the completion of the Offering (excluding the exercise of the ABSA Warrants, the First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants), 3.85% of the Company’s share capital. After the exercise of all the ABSA Warrants, the First Pre-Funded Warrants, the BS Warrants and the Second Pre-Funded Warrants, MPM BioImpact would hold 10.79% of the Company’s share capital subject to FDI clearance for the purpose of crossing the 10%.

Admission to Trading of the Securities

The closing of the Offering is expected to occur on or around April 7, 2025, subject to customary closing conditions.

The Company’s shares are all of the same class, with a par value of 0.10. The Offered Shares will be admitted to trading on Euronext Paris (compartment B), on the same listing line as the existing shares, under the same ISIN code FR0010417345 and the symbol “DBV”.

 

  

 


 

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The First Pre-Funded Warrants, the BS Warrants, the Second Pre-Funded Warrants and the ABSA Warrants will not be admitted to trading on Euronext Paris.

Until the end of the Pre-Funded Warrant Exercise Period and the ABSA Warrant Exercise Period, admission to trading on Euronext Paris of the Warrant Shares will be periodically requested.

The securities sold in this Offering are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Concurrently with the execution of the subscription agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the New Shares, the ABSA Warrant Shares, the First PFW Shares and the Second PFW Shares.

Impact of the Offering on Shareholders’ Equity and on the Share Capital

On an indicative basis, the impact of the Offering on (i) the share of the Company’s consolidated shareholder’s equity per share and (ii) the ownership interest of a shareholder holding 1.00% of the Company’s share capital prior to the issue and not subscribing to it (calculation based on shareholders’ equity on December 31, 2024 and the number of the Company’s shares as of the date of this press release, exclusive of treasury shares) is as follows:

 

     
      Ownership interest (in %)    Share of equity per share (in  euros)
  

On a non- 

diluted basis 

  

On a diluted 

basis(1)

  

On a non-diluted 

basis 

  

On a diluted 

basis(1)

Prior to the issue of 34,090,004 New Shares

   1.00%    0.74%    0.25    0.74

Following the issue of 34,090,004 New Shares

   0.75%    0.60%    0.41    0.77

Following the issue of 34,090,004 New Shares and the 254,923,061 Warrant Shares from the exercise of all the First Pre-Funded Warrant, the Second Pre-Funded Warrants and the ABSA Warrants

   0.26%    0.24%    0.79    0.91

(1)   The calculations are based on the assumption of the exercise of all the warrants, free shares and stock options outstanding as of the date of this press release, giving access to a maximum of 35,670,068 shares.

 

  

 


 

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Evolution of the Shareholding Structure in Connection with the Offering

The shareholding structure of the Company before the Offering:

 

     
Shareholders    Shareholders (non-diluted)   Shareholders (diluted)(2)
  

 

Number of shares 

and voting rights 

  

 

% of share capital 

and voting rights* 

 

 

Number of shares 

and voting rights 

  

 

% of share capital 

and voting rights* 

         

Baker Brothers Investments

   23,468,000    22.82%   36,584,331    26.41%
         

VR Adviser, LLC

   9,300,000    9.04%   18,450,000    13.32%
         

Bpifrance Participations (ex-FSI)

   6,925,700    6.73%   6,925,700    5.00%
         

Shares held by the Company*

   253,033    0.25%   253,033    0.18%
         

Management(1)

   74,489    0.07%   7,591,647    5.48%
         

Others

   62,837,646    61.09%   68,724,225    49.61%
         

Total

   102,858,868    100.00%   138,528,936    100.00%

* Given the low percentage of treasury shares without voting rights, there is no significant difference between the theoretical percentage of voting rights and the actual percentage of voting rights.

(1) Shares held by the members of the Executive Committee.

(2) Calculations are based on the assumption that all warrants and stock options will be exercised, and that all free shares allotted will vest, corresponding to 35,670,068 shares.

The shareholding structure of the Company following the settlement of the Offering:

 

     
     

Shareholders after the settlement of the New

Shares

  

Shareholders after the settlement of the New

Shares and the exercise of all the First Pre-

Funded Warrants, the ABSA Warrants and the

Second Pre-Funded Warrants

         
Shareholders    Shareholders (non-
diluted)
  

Shareholders

(diluted)(2)

  

Shareholders (non-

diluted)

  

Shareholders

(diluted)(2)

  

Number of
shares and
voting

rights

   % of share
capital
and
voting
rights*
  

Number
of shares
and

voting

rights

   % of
share
capital
and
voting
rights*
  

Number
of shares
and

voting

rights

   % of
share
capital
and
voting
rights*
  

Number of
shares and
voting

rights

   % of
share
capital
and
voting
rights*
                 

Baker Brothers Investments

   23,468,000    17.14%    36,584,331    21.19%    98,556,464    25.15%    111,672,795    26.12%
                 

VR Adviser, LLC

   9,300,000    6.80%    18,450,000    10.69%    9,300,000    2.37%    18,450,000    4.32%
                 

Bpifrance Participations (ex-FSI)

   10,672,432    7.79%    10,672,432    6.18%    17,229,213    4.40%    17,229,213    4.03%
                 

Suvretta Capital

   -    -    -    -    56,612,743    14.45%    56,612,743    13.24%
                 

MPM BioImpact

   5,272,532    3.85%    5,272,532    3.05%    42,298,608    10.79    42,298,608    9.89%
                 

Shares held by the Company*

   253,033    0.18%    253,033    0.15%    253,033    0.06%    253,033    0.06%
                 

Management(1)

   74,489    0.05%    7,591,647    4.40%    74,489    0.02%    7,591,647    1.78%
                 

Others

   87,908,386    64.19%    93,794,965    54.34%    167,547,383    42.76%    173,433,962    40.56%
                 

Total

   136,948,872     100.00%     172,618,940     100.00%     391,871,933     100.00%     427,542,001     100.00% 

* Given the low percentage of treasury shares without voting rights, there is no significant difference between the theoretical percentage of voting rights and the actual percentage of voting rights.

(1) Shares held by the members of the Executive Committee.

(2) Calculations are based on the assumption that all warrants and stock options will be exercised, and that all free shares allotted will vest, corresponding to 35,670,068 shares.

Audited Financial Results for Full Year 2024

The audited final financial statements of the Company for full year 2024 will be published no later than April 15, 2025.

 

  

 


 

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Prospectus Exemption

The Offering is not subject to a prospectus requiring an approval of the French Financial Markets Authority (Autorité des Marchés Financiers) (the “AMF”). In accordance with Article 1(5) (ba) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”), the Company has filed with the AMF a document containing the information set out in Appendix IX of the Prospectus Regulation (the “Information Document”), copies of which are available free of charge on the Company’s website (www.dbv-technologies.com).

Information Available to the Public

Detailed information regarding the Company, including its business, financial information, results, perspectives and related risk factors are contained in the Company’s 2023 universal registration document filed with the AMF on March 8, 2024 under number D.24-0086 (the “2023 Universal Registration Document”). This document as well as other regulated information and all of the Company’s press releases, are available free of charge on the website of the Company (www.dbv-technologies.com). Your attention is drawn to the risk factors related to the Company and its activities presented in Chapter 2.1 of its 2023 Universal Registration Document as updated by the Information Document.

Investor Conference Call and Webcast

DBV management will host an investor conference call and webcast Monday, March 31, 2025, at 5:00pm ET (23h00 CET), to discuss the financing and FDA business update. This call is accessible via the below teleconferencing numbers and requesting the DBV Technologies call:

 

   

United States: +1-877-346-6112

   

International: +1-848-280-6350

A live webcast of the call will be available on the Investors & Media section of the Company’s website: https://www.dbv-technologies.com/investor-relations/. A replay of the presentation will also be available on DBV’s website after the event.

*  *  *

About DBV Technologies

DBV Technologies is a clinical-stage biopharmaceutical company developing treatment options for food allergies and other immunologic conditions with significant unmet medical need. DBV Technologies is currently focused on investigating the use of its proprietary technology platform, Viaskin, to address food allergies, which are caused by a hypersensitive immune reaction and characterized by a range of symptoms varying in severity from mild to life-threatening anaphylaxis. Millions of people live with food allergies, including young children. Through epicutaneous immunotherapy (EPIT), the Viaskin platform is designed to introduce microgram amounts of a biologically active compound to the immune system through intact skin. EPIT is a new class of non-invasive treatment that seeks to modify an individual’s underlying allergy by re-educating the immune system to become desensitized to allergen by leveraging the skin’s immune tolerizing properties. DBV Technologies is committed to transforming the care of food allergic people. The Company’s food allergy programs include ongoing clinical trials of Viaskin Peanut in peanut allergic toddlers (1 through 3 years of age) and children (4 through 7 years of age).

 

  

 


 

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DBV Technologies is headquartered in Châtillon, France, with North American operations in Warren, NJ. The Company’s ordinary shares are traded on segment B of Euronext Paris (DBV, ISIN code: FR0010417345) and the Company’s ADSs (each representing five ordinary shares) are traded on the Nasdaq Capital Market (DBVT – CUSIP: 23306J309).

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These statements include, but are not limited to, statements about the ability of the Company to close the Offering, the expected timing of closing of the Offering and the anticipated use of proceeds from the Offering, the exercise by the investors of the warrants and pre-funded warrants to be issued in connection with the Offering, the Company’s financial condition, forecast of its cash runway, and financing plans, the Company’s business strategy and goals, forecasts and estimates with respect to the Company’s planned and ongoing clinical trials, including the design, duration, timing, and costs for those trials, and the results and timing thereof and regulatory matters with respect thereto, clinical trial data releases and publications, the information, insights and impacts that may be gathered from clinical trials, the potential regulatory submissions, regulatory approval and commercialization of the Company’s product candidates, and the timing of registration of the securities sold in the Offering with the Securities and Exchange Commission. These forward-looking statements and estimates are not promises or guarantees and involve substantial risks and uncertainties. At this stage, the Company’s product candidates have not been authorized for sale in any country. Among the factors that could cause actual results to differ materially from those described or projected herein include the Company’s ability to obtain necessary financing, uncertainties associated generally with research and development, clinical trials and related regulatory reviews and approvals, and the Company’s ability to successfully execute on its budget discipline measures. A further list and description of risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements in this press release can be found in the Company’s regulatory filings with the AMF, the Company’s filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including in future filings and reports made with the AMF and SEC by the Company. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. Other than as required by applicable law, the Company undertakes no obligation to update or revise the information contained in this press release.

DBV Investor Relations Contact

Katie Matthews

DBV Technologies

katie.matthews@dbv-technologies.com

DBV Media Contact

Angela Marcucci

DBV Technologies

angela.marcucci@dbv-technologies.com

Disclaimer

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

 

  

 


 

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The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

France

The securities have not been and will not be offered or sold to the public in France (except for public offerings defined in Article L.411-2 1° of the French Monetary and Financial Code).

The securities may only be offered or sold in France pursuant to Article L. 411-1 of the French Monetary and Financial Code to “qualified investors” (as such term is defined in Article 2(e) of Prospectus Regulation), and in accordance with Articles L. 411-1, L. 411-2 and D. 411-2 to D.411-4 of the French Monetary and Financial Code.

This announcement is not an advertisement and not a prospectus within the meaning of the Prospectus Regulation.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Member State“) no offer to the public of securities may be made in that Member State other than:

 

  -

to any legal entity which is a ‘‘qualified investor’’ as defined in the Prospectus Regulation;

  -

to fewer than 150 natural or legal persons (other than a qualified investor as defined in the Prospectus Regulation); or

  -

in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of securities shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the Banks and the Company that it is a ‘‘qualified investor’’ as defined in the Prospectus Regulation.

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any ordinary shares.

United Kingdom

This press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issuance or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

United States of America

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities in the United States of America, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

  

 


 

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None of the securities to be issued in connection with the Offering have been registered under the Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements.