UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of November 2024
Commission File Number: 001-39374
Inventiva S.A.
(Translation of registrant’s name into
English)
50 rue de Dijon
21121 Daix France
+33 3 80 44 75 00
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
INCORPORATION BY REFERENCE
The information contained in this report on Form 6-K,
including Exhibit 99.1, is being furnished and 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 of 1933 or
the Exchange Act.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Ordinary and Extraordinary General Meeting
On November 22, 2024, Inventiva S.A.
published a notice of meeting (the “Notice”) to the Ordinary and Extraordinary General Meeting (the “General Meeting”).
The General Meeting will be held on December 11, 2024 at 9 a.m., at Hôtel Oceania Le Jura - 14, avenue Foch – 21000 Dijon,
France. A copy of the Notice is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT INDEX
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, thereunto
duly authorized.
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Inventiva S.A. |
| |
|
|
| Date: November 26, 2024 |
By: |
/s/ Frédéric Cren |
| |
|
Name |
Frédéric Cren |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Translation for information purpose only
INVENTIVA
French société Anonyme with
a Board of Directors
with a share capital of EUR 870,776.95
Registered Office: 50, Rue de Dijon, 21121 Daix
537 530 255 Trade and Companies Register of Dijon
Notice of the combined general meeting of December 11,
2024
The shareholders of INVENTIVA are informed that
the Ordinary and Extraordinary General Meeting will be held on December 11, 2024 at 9 a.m., at: Hôtel Oceania Le Jura -
14, avenue Foch – 21000 Dijon, France.
As a reminder, the General Meeting will be broadcasted
live on the Company’s website inventivapharma.com (under the Investors tab: Shareholders' Meetings, 2024).
Since the notice of meeting published in the
Bulletin des Annonces Légales Obligatoires on November 4, 2024 (bulleting n°133), the agenda has been amended,
the 65th resolution becoming “Amendment of the Deputy Chief Executive Officer’s compensation policy”
and the old 65th resolution becoming the 66th resolution “Powers to carry out formalities”.
The amended agenda is as follows:
Agenda
Reading of the reports of the Board of Directors;
Ordinary items
| 1. | Appointment
of Mr. Mark Pruzanski, as Director of the Company; |
| 2. | Appointment
of Mr. Srinivas Akkaraju, as Director of the Company; |
| 3. | Approval
of the compensation policy for the Chief Executive Officer (application from the date of
separation of functions); |
| 4. | Approval
of the compensation policy of the Chairman of the Board of Directors (application from the
date of separation of functions); |
Extraordinary items
| 5. | Capital
increase in cash for a nominal amount of EUR 78,720.64 by issuance of ordinary shares, without
shareholders’ preemptive subscription rights to the benefit of named persons and delegation
of authority to the Board of Directors; |
| 6. | Cancellation
of the preemptive subscription rights for New Enterprise Associates 17, L.P.; |
| 7. | Cancellation
of the preemptive subscription rights for Growth Equity Opportunities 18 VGE, LLC; |
| 8. | Cancellation
of the preemptive subscription rights for Sofinnova Crossover I SLP; |
| 9. | Cancellation
of the preemptive subscription rights for Yiheng Capital Management, L.P.; |
| 10. | Cancellation
of the preemptive subscription rights for BioDiscovery 6 FCPI; |
| 11. | Cancellation
of the preemptive subscription rights for Invus Public Equities, L.P.; |
| 12. | Cancellation
of the preemptive subscription rights for Samsara BioCapital, L.P.; |
| 13. | Cancellation
of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.; |
| 14. | Cancellation
of the preemptive subscription rights for CVI Investments Inc.; |
Translation for information purpose only
| 15. | Cancellation
of the preemptive subscription rights for Biomedical Value Fund, L.P.; |
| 16. | Cancellation
of the preemptive subscription rights for Biomedical Offshore Value Fund, L.P.; |
| 17. | Cancellation
of the preemptive subscription rights for Schonfeld Global Master Fund, L.P.; |
| 18. | Cancellation
of the preemptive subscription rights for Eventide Healthcare Innovation Fund I, L.P.; |
| 19. | Cancellation
of the preemptive subscription rights for Adage Capital Partners; |
| 20. | Cancellation
of the preemptive subscription rights for Altamont Pharmaceutical Holdings, LLC; |
| 21. | Cancellation
of the preemptive subscription rights for Albemarle Life Sciences Fund; |
| 22. | Cancellation
of the preemptive subscription rights for KVP Capital, L.P.; |
| 23. | Decision
to issue 8,053,847 share subscription warrants of the Company without shareholders’
preemptive subscription rights to the benefit of named persons and delegation of authority
to the Board of Directors; |
| 24. | Cancellation
of the preemptive subscription rights for Biotechnology Value Fund, L.P. ; |
| 25. | Cancellation
of the preemptive subscription rights for Biotechnology Value Fund II, L.P. ; |
| 26. | Cancellation
of the preemptive subscription rights for Biotechnology Value Trading Fund OS, L.P. ; |
| 27. | Cancellation
of the preemptive subscription rights for MSI BVF SPV, LLC ; |
| 28. | Cancellation
of the preemptive subscription rights for New Enterprise Associates 17, L.P.; |
| 29. | Cancellation
of the preemptive subscription rights for Growth Equity Opportunities 18 VGE, LLC; |
| 30. | Cancellation
of the preemptive subscription rights for Samsara BioCapital, L.P.; |
| 31. | Cancellation
of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.; |
| 32. | Cancellation
of the preemptive subscription rights for Deep Track Biotechnology Master Fund, Ltd.; |
| 33. | Capital
increase by issuance of shares with warrants, without shareholders’ preemptive subscription
rights to the benefit of named persons and delegation of authority to the Board of Directors; |
| 34. | Cancellation
of the preemptive subscription rights for Sofinnova Crossover I SLP; |
| 35. | Cancellation
of the preemptive subscription rights for Yiheng Capital Management, L.P.; |
| 36. | Cancellation
of the preemptive subscription rights for BioDiscovery 6 FCPI; |
| 37. | Cancellation
of the preemptive subscription rights for Invus Public Equities, L.P.; |
| 38. | Cancellation
of the preemptive subscription rights for Samsara BioCapital, L.P.; |
| 39. | Cancellation
of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.; |
| 40. | Cancellation
of the preemptive subscription rights for CVI Investments Inc.; |
| 41. | Cancellation
of the preemptive subscription rights for Biomedical Value Fund, L.P.; |
| 42. | Cancellation
of the preemptive subscription rights for Biomedical Offshore Value Fund, L.P.; |
| 43. | Cancellation
of the preemptive subscription rights for Schonfeld Global Master Fund, L.P.; |
| 44. | Cancellation
of the preemptive subscription rights for Eventide Healthcare Innovation Fund I, L.P.; |
| 45. | Cancellation
of the preemptive subscription rights for Adage Capital Partners; |
| 46. | Cancellation
of the preemptive subscription rights for Altamont Pharmaceutical Holdings, LLC; |
| 47. | Cancellation
of the preemptive subscription rights for Albemarle Life Sciences Fund; |
| 48. | Cancellation
of the preemptive subscription rights for KVP Capital, L.P.; |
Translation for information purpose only
| 49. | Decision
to issue share subscription warrants to share subscription warrants, without shareholders’
preemptive subscription rights to the benefit of named persons and delegation of authority
to the Board of Directors; |
| 50. | Cancellation
of the preemptive subscription rights for Biotechnology Value Fund, L.P. ; |
| 51. | Cancellation
of the preemptive subscription rights for Biotechnology Value Fund II, L.P. ; |
| 52. | Cancellation
of the preemptive subscription rights for Biotechnology Value Trading Fund OS, L.P. ; |
| 53. | Cancellation
of the preemptive subscription rights for MSI BVF SPV, LLC ; |
| 54. | Cancellation
of the preemptive subscription rights for New Enterprise Associates 17, L.P.; |
| 55. | Cancellation
of the preemptive subscription rights for Growth Equity Opportunities 18 VGE, LLC; |
| 56. | Cancellation
of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.; |
| 57. | Cancellation
of the preemptive subscription rights for Deep Track Biotechnology Master Fund, Ltd.; |
| 58. | Delegation
of authority to the Board of Directors to increase the share capital of the company by issuance
of ordinary shares or securities giving access to the share capital of the Company, immediately
or in the future, reserved for certain specific categories of beneficiaries, without shareholders’
preemptive subscription rights; |
| 59. | Delegation
of authority to the Board of Directors to increase the share capital of the Company by issuance
of ordinary shares or securities giving access to the share capital of the Company immediately
or in the future by the company reserved for members of a company savings plan to be set
up by the Company under the conditions provided for in Article L.3332-18 et seq. of
the French Code du travail, without shareholders' preferential subscription rights; |
| 60. | Authorization
to the Board of Directors to grant free shares to employees and/or certain corporate officers; |
| 61. | Authorization
to the Board of Directors to grant share subscription and/or share purchase options to corporate
officers and employees of the Company or companies of the group, entailing the waiver by
shareholders of their preferential rights to subscribe for shares issued following the exercise
of stock options; |
| 62. | Delegation
of authority to the Board of Directors to decide on the issue of share subscription warrants,
without shareholders' preemptive subscription rights, to the benefit of categories of persons; |
| 63. | Modification
of the overall limit on the maximum authorized amounts set under the resolutions twenty-first
to twenty-third, twenty-sixth, twenty-eighth and twenty-ninth resolutions of the Combined
General Meeting dated June 20, 2024; |
Ordinary
| 64. | Amendment
of the Company's directors' compensation policy; |
| 65. | Amendment
of the Deputy Chief Executive Officer’s compensation policy ; |
| 66. | Powers
to carry out formalities. |
Translation for information purpose only
--------
The
draft resolutions to be submitted to the vote of the General Meeting are those published in the meeting notice of the Bulletin des
Annonces Légales Obligatoires on November 4, 2024 (bulletin
n°133) subject to the following changes:
| - | in the eighth resolution, the number “N”
of shares shown in the table, i.e. 311,654, is replaced by 311,653 ; |
| - | after
the sixty-fourth resolution, a new 65th resolution has been added: “Amendment
of the remuneration policy for the Chief Operating Officer”, worded as follows: |
SIXTY-FIFTH
RESOLUTION (Amendment of the Deputy Chief Executive Officer’s compensation policy)
The General Meeting, deliberating in
accordance with the quorum and majority requirements for ordinary general meetings, having acquainted itself with (i) the report
on corporate governance referred to in Article L.225-37 of the French Commercial Code and contained in Chapter 3 of the Universal
Registration Document describing the components of the compensation policy of corporate officers, and (ii) the document "Compensation
policy applicable to the Deputy Chief Executive Officer of Inventiva” published on the website of the Company and included in the
report of the Board of Directors to this meeting, which replaces, in the case of the Deputy Chief Executive Officer, the provisions set
out in Chapter 3, paragraph 3.5.1.2 of the Universal Registration Document applicable to the Deputy Chief Executive Officer,
Approves,
pursuant to Article L.22-10-8 of the French Commercial Code, the compensation policy of the Deputy Chief Executive Officer applicable
for the current financial year from the date of separation of functions, including the policy applicable to all corporate officers, as
set out in Chapter 3, paragraph 3.5.1.1 of the Universal Registration Document, and the Deputy Chief Executive Officer’s own arrangements
as set out in the document referred to in (ii) above.
| - | the former 65th resolution has become
the new 66th resolution “Powers to carry out formalities”. |
--------
Translation for information purpose only
INFORMATION
Shareholder status
Pursuant to Article R. 22-10-28 of the French
Commercial Code, will be able to participate in the General Meeting, the shareholders who will justify:
| - | In
the case of registered shares: of an account registration of said shares in the Company's
registered share accounts by Monday December 9, 2024, zero hour, Paris time; |
| - | In
the case of bearer shares: of an account registration of said shares (if applicable, in the
name of the intermediary registered on behalf of the shareholder concerned in accordance
with the legal and regulatory requirements) in the bearer securities accounts held by their
intermediary by Monday December 9, 2024, zero hour, Paris time. The authorized intermediaries
will deliver a certificate of securities ownership, as an appendix to the remote voting form
or proxy form filled by the shareholder or on behalf of the shareholder represented by the
registered intermediary. |
Only those shareholders who can prove their status
by or before Monday December 9, 2024, zero hour, Paris time, under the conditions set out above, will be able to participate in
this General Meeting.
Method of participation in the Shareholders'
Meeting
Shareholders have several options for participating
in the General Meeting. They can (1) vote while physically attending the General Meeting or (2) vote remotely or by proxy (a) by
mail or (b) via Internet.
Pursuant to the provisions of Article R.
22-10-28, III, of the French Commercial Code, once a shareholder votes remotely, sends a proxy or asks for an admission card or
a certificate to participate in the General Meeting, he or she will not be able to choose another method of participation.
| 1. | Vote by physically attending
the General Meeting |
The shareholders wishing to personally attend
the General Meeting must request an admission card as soon as possible to receive the card in a timely manner:
| - | For
registered shareholders: either by returning the single form duly completed and signed
using the pre-paid reply envelope enclosed with the invitation received by post mail; by
logging in on the website www.sharinbox.societegenerale.com using their usual access codes
or their login e-mail (if they have already activated their Sharinbox by SG Markets account),
together with the password already in their possession. The password was sent to them by
post when they contacted Société Générale Securities Services.
It can be re-sent by clicking on "Get your codes" on the home page of the
website. Once connected, shareholders should follow the on-screen instructions to access
the VOTACCESS platform and request their admission card; the registered shareholder who has
not received their admission card may spontaneously attend the General Meeting with an proof
of identity document. |
| - | For
holders of bearer shares: either by asking the authorized intermediary managing their
share-accounts to send them an admission card. Should the admission card not be received
by Monday December 9, 2024, zero hour, Paris time, the shareholder shall ask the authorized
intermediary managing their share-accounts to issue a certificate of participation in order
to prove their status as shareholders; or by logging in on the Internet portal of their account
holder with their usual access codes. The shareholder will then have to click on the icon
that will appear on the line corresponding to their Inventiva shares to access the Votaccess
website and follow the procedure described on the screen. Only the bearer shareholder whose
account holder has subscribed to the Votaccess website will be able to fulfil their request
for admission card via Internet. |
On the day of the General Meeting, each shareholder
will have to prove her quality during the registration process.
| 2. | Vote remotely or by proxy |
The shareholders not physically attending the
General Meeting will be able to vote remotely or to give proxy to the President of the General Meeting, to their spouse, to their partner
with whom a pacte civil de solidarité has been made, to another shareholder or to any other individual or legal entity
of their choosing, subject to the conditions set forth in Articles L. 225-106 and L. 22-10-30 of the French Commercial Code.
Translation for information purpose only
Pursuant to the provisions of Article R.
225-79 of the French Commercial Code, the proxy given by a shareholder to be represented must be signed by the shareholder. The proxy
will specify his/her last name, first name and address, and will designate a proxy, including his/her last name, first name and address
or for a legal entity, its corporate name and registered office. The proxy does not have the right delegate its duties to another individual
or legal entity.
It is specified that, for any proxy without indication
of an agent, the President of the General Meeting will vote in favor of adopting the draft resolutions presented or approved to by the
Board of Directors and vote against adopting all other draft resolutions. To vote otherwise, the shareholders will have to designate
an agent who will accept to vote as provided by the principal.
| a. | To vote remotely or by proxy by mail: |
For
registered shareholders: a postal voting form or proxy form will be sent directly to them. This form should be returned in
the prepaid T envelope enclosed with the notice of meeting.
For
holders of bearer shares: from this day, the postal voting form or proxy form can be requested from the intermediaries managing
their shares. Each demand must be addressed by the financial intermediary to the Services des Assemblées of Société
Générale, 32, rue du Champs de Tir, CS 30812, 44308 Nantes Cedex 3 at the latest six days before the date of the General
Meeting (Article R. 225-75 of the French Commercial Code). The single postal voting form or proxy form must be submitted with a
certificate of securities ownership drawn up by the financial intermediary who will have to forward these documents to the Services
des Assemblées of Société Générale, 32, rue du Champs de Tir, CS 30812, 44308 Nantes Cedex 3.
In any case, the postal voting form or proxy
voting form duly filled and signed (and accompanied by the certificate of securities ownership for the bearer shares) must be returned
in such a way that the Services des Assemblées of Société Générale or the Company can receive
it at least 3 business days before the date of the General Meeting (that is December 8, 2024).
| b. | To vote or give proxy via Internet |
Shareholders also have the option of transmitting
their voting instructions and giving or revoking a proxy via Internet before the General Meeting, on the website Votaccess, under the
following conditions:
| - | For
registered shareholders: they will be able to access Votaccess to vote or give proxy
via Internet by logging on to www.sharinbox.societegenerale.com, using their usual access
codes or their login e-mail (if they have already activated their Sharinbox by SG Markets
account), together with the password already in their possession. The password was sent to
them by post when they contacted Société Générale Securities
Services. It can be re-sent by clicking on "Get your codes" on the home page of
the website. Once connected, follow the on-screen instructions to access the VOTACCESS platform. |
they
may also appoint or revoke a proxy by sending an e-mail bearing an electronic signature, obtained by them from an authorized third-party
certifier under the legal and regulatory conditions in force, to the e-mail address agiva11122024@inventivapharma.com,
specifying their surname, first name, address and Société Générale identifier for pure registered shareholders
(information available at the top left of their account statement) or their identifier with their authorized intermediary for administered
registered shareholders, as well as the surname, first name and address of the appointed or revoked proxy;
SGSS is available to answer shareholder
queries from 9:00 a.m. to 6:00 p.m. on the following telephone number: + 33 (0)2 51 85 67 89 ;
| - | For
holders of bearer shares: they will have to log in on the Internet portal of their account
holders with their usual access codes. They will then have to click on the icon that will
appear on the line corresponding to their Inventiva shares to access the Votaccess website
and follow the procedure described on the screen. |
Beware, only those shareholders whose
account holder has subscribed to Votaccess will be able to vote, give or revoke a proxy via Internet.
Translation for information purpose only
If
the account holder of the shareholder has not subscribed to Votaccess, the notice of appointment and revocation of a proxy can nevertheless
be effectuated by electronic means in accordance with the provisions of Articles R. 22-10-24 and R. 225-79 of the French Commercial Code
according to the following procedures: by sending an e-mail with an electronic signature, obtained by them from a third party certifier
duly authorized pursuant to legal and regulatory provisions in force, to the electronic address agiva11122024@inventivapharma.com specifying
their last name, first name, address, and their share-account's full bank references, as well as the last name, first name and address
of the appointed or revoked agent, and then by asking imperatively to the authorized intermediary managing their share-accounts to send
a written confirmation to the Services des Assemblées of Société Générale.
In order for the duly signed and completed appointments
or revocations of proxy to be validly taken into account, they must reach the Company no later than Tuesday December 10, 2024 at
3 pm, for the electronic notification.
The revocation of a proxy is carried out under
the same conditions of form as those used for its appointment.
The secured platform Votaccess will be open as
of Friday November 22, 2024, 9 a.m., Paris time. The ability to vote, give or revoke a proxy via Internet prior to the General Meeting
will end on Tuesday December 10, 2024, 3 p.m., Paris time. Shareholders are advised not to wait until the last days before the General
Meeting to enter their instructions.
You are reminded that, in accordance with the
provisions of Article R. 22-10-28 of the French Commercial Code:
| - | Any
shareholder who has carried out any of the above formalities may sell all or part of his
shares. However, if the sale is carried out before the second (2nd) business day
preceding the General Meeting at zero hour, Paris time, that is Monday December 18,
2024 the Company or its proxy cancels or modifies accordingly, depending on the case, the
vote or proxy. To this end, the authorized intermediary holding the account notifies the
Company or its authorized representative of the transfer and provides it with the necessary
information; |
| - | If
the sale occurs after this period, it does not have to be notified by the authorized intermediary
or taken into consideration by the Company, notwithstanding any agreement to the contrary. |
Submission of written questions
In accordance with the provisions of Article R.
225-84 of the French Commercial Code, each shareholder will have the right to submit written questions to the Board of Directors no later
than the fourth (4th) business day preceding the date of the Shareholders' Meeting, i.e. Thursday Decembre 5, 2024.
Requests for submissions of written questions
must be sent to the Company's registered office by registered letter with acknowledgement of receipt. They must be accompanied by a certificate
of account registration.
Right of communication
All the documents and information provided for
in Article R. 22-10-23 of the French Commercial Code (in particular the text of the draft resolutions presented to the General Meeting
by the Board of Directors) can be consulted on the Company's website (www.Inventivapharma.com) as of the twenty first day preceding the
meeting, that is Wednesday November 20, 2024.
All the documents referred to in Articles R.
225-89 seq. of the French Commercial Code will be made available to shareholders at the Company's registered office as of the publication
of the notice of meeting or on the fifteenth day preceding the General Meeting at the latest, depending on the document concerned.
As
from the notice of meeting, shareholders may ask the Company to send them the documents and information mentioned in Articles R. 225-81
and R. 225-83 of the French Commercial Code, up to and including the fifth day, preferably by email (agiva11122024@inventivapharma.com)
or at the head office by registered letter with acknowledgment of receipt. To this end, the shareholder shall indicate one's e-mail address
in the request so that the Company can validly send him said documents in return. Bearer shareholders must provide proof of this status
by sending a certificate of registration.
The Board of Directors
Inventiva (NASDAQ:IVA)
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