Salute e Benessere
Inventiva secures the €116 million second tranche of its structured financing of up to €348 million
– Inventiva (Euronext Paris and Nasdaq: IVA) (“ ” or the “ ”), a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of metabolic dysfunction-associated steatohepatitis (“ ”) and other diseases with significant unmet medical needs, today announced that the Board of Directors called the second tranche of its previously announced structured financing of up to €348 million (the “ ”), for gross proceeds of €115.6 million (net proceeds of €108.5 million) (the “ ”).
The Board of Directors confirmed that all the previously disclosed conditions for the issuance of T2 Transaction have been satisfied.
The investors in the T2 Transaction were the same investors that participated in the first tranche of the Structured Financing, which was led by: New Enterprise Associates, BVF Partners LP and Samsara BioCapital, with also the participation of other investors, including Andera Partners, Deep Track Capital, Eventide Asset Management, Great Point Partners, LLC, Invus, Perceptive Advisors, Schonfeld Strategic Advisors and Sofinnova Crossover I SLP.
The Company intends to use the net proceeds from the T2 Transaction (€108.5 million), together with existing cash and cash equivalents, mainly to finance lanifibranor's development in MASH and notably the continuation of its NATiV3 Phase 3 clinical trial.
Working capital statement
As of December 31, 2024, cash and cash equivalents amounted to €96.6 million. Based on Company's projected expenditures, the Company estimated that its cash and cash equivalents prior to the T2 Transaction would enable it to finance its activities until the middle of the third quarter of 2025. Accordingly, as of the date of this press release and before the closing of the T2 Transaction, the Company's current cash position is not sufficient to cover its operating needs for at least the next 12 months .
Following the closing of the T2 Transaction for expected gross proceeds of €115.6 million (€108.5 million net proceeds) and taking into account the anticipated receipt of the €8.8 million ($10 million) net milestone payment by CTTQ within 30 days of the closing of the T2 Transaction and the anticipated completion of the Company's pipeline prioritization plan, the Company estimates that it would have sufficient net working capital to meet its current obligations over the next 12 months, and would enable it to finance its activities until the end of the third quarter of 2026 .
The Company will need to raise additional funds to achieve its long term objectives for the development and potential commercialization of lanifibranor through other potential public offerings or private placements and potential strategic options such as business development partnerships, merger and acquisition transactions and/or licensing agreements.
Pursuant to the 33 and 49 resolutions of the general meeting of the shareholders held on December 11, 2024 (the “ ”) in accordance with Articles L. 225-138 and seq. of the French Commercial Code ( ), the Board of Directors met on May 2, 2025, and decided to issue, without shareholders' preferential subscription rights, (i) the ABSAs (as defined below) to the investors named in resolutions 34 to 48 of the General Meeting and (ii) the PFW-BSAs (as defined below) to the investors named in resolutions 50 to 57 of the General Meeting.
On May 2, 2025, the Company entered into subscription agreements with each of the investors participating in the Structured Financing for the issuance of the second tranche of the Structured Financing, which consists of:
The PFW-BSAs allows the issuance of:
T2 Transaction's condition precedents
The Board of Directors confirmed that the conditions precedent to issue the second tranche of the Structured Financing are met (subject to the conditions precedent to be confirmed on the closing date). The conditions precedent were the following: (i) the adoption by the General Meeting of the resolutions regarding the issuance of the second tranche, (ii) no clinical hold recommended by the independent Data and Safety Monitoring Board of the NATiV3 clinical trial evaluating lanifibranor in MASH (“ ”), (iii) the randomization of the last patient in the main cohort of NATiV3 (announced on April 1, 2025) on or before April 30, 2025, and (iv) at the time of completion of enrollment in NATiV3, the study discontinuation rate prior to week 72 was less than 30% .
Signing and closing of the T2 Transaction :
On May 2, 2025, each investor participating in the Structured Financing entered into a subscription agreement for a pro rata amount based on their participation in the first tranche of the Structured Financing, as announced on October 14, 2024. The closing of the T2 Transaction is expected to occur on or around May 7, 2025 and remains subject to the conditions that (i) no clinical hold is recommended by the Data and Safety Monitoring Board of NATiV3, and (ii) no material adverse change occurs prior to the settlement and delivery of the ABSAs and the PFW-BSAs and other customary closing conditions.
Subscription price of the ABSAs, the PFW-BSAs and exercise price of the Pre-Funded Warrants and the Warrants :
On May 2, 2025, the Board of Directors set the subscription price per ABSA at €1.35 (i.e., €0.01 nominal value and €1.34 premium) and the subscription price per PFW-BSA at €1.34.
The payment of €1.34 per Pre-Funded Warrant is final and irrevocable, regardless whether the Pre-Funded Warrant is exercised.
The Pre-Funded Warrants are exercisable for a period of 10 years from the date of their issuance.
Subject to the conditions described below, each Warrant is initially exercisable for 0.9 Warrant Shares (subject to adjustment from time to time) for a price per Warrant Share equal to €1.50 (which equals to an exercise price per Warrant of €1.35).
Conditions precedent to the exercise of the Warrants and exercise period :
The exercise of the Warrants, which will be the third tranche of the Structured Financing, is subject to the release by the Company of topline data announcing that any key primary endpoint or key secondary endpoint of NATiV3 (resolution of MASH without worsening fibrosis and improvement of liver fibrosis without worsening MASH), with any dosage regimen tested in the trial, have been met no later than June 15, 2027 (the “ ”).
The exercise of the Warrants must take place no later than July 30, 2027.
For more information on the Warrants, please see the press release issued on October 14, 2024.
Form and method of registration of the New Shares, the Pre-Funded Warrants, the Warrants, the Warrant Shares and the Pre-Funded Warrant Shares :
The New Shares, the Warrant Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares may be held in pure registered form ( ) or in administered registered form ( ) or in bearer form ( ), at the purchasers' option. The Warrants will be held in pure registered form only.
As soon as they are issued, the New Shares, the Warrant Shares and the Pre-Funded Warrant Shares, if any, will be automatically assimilated to the Company's ordinary shares and will be admitted to trading on the regulated market of Euronext Paris under ISIN number FR0013233012.
The Warrants will not be admitted to trading or admitted to Euroclear.
Adjustment of exercise ratio of the Pre-Funded Warrants and the Warrants:
The number of Warrants Shares and Pre-Funded Warrant Shares will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and French market standards.
Representation of Pre-Funded Warrants holders and Warrants holders:
The holders of the Pre-Funded Warrants and of the Warrants will each and respectively be grouped automatically for the defense of their common interests in a . The masses will act, in part, through a representative and, in part, through collective decisions of the relevant holders.
Prospectus exemption:
The T2 Transaction is not subject to a prospectus requiring an approval of the French Financial Markets Authority ( ) (the “ ”). 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 “ ”), the Company has filed with the AMF a document containing the information set out in Annex IX of the Prospectus Regulation (the “ ”) considering that the T2 Transaction represents a dilution above 30% of the current share capital of the Company. A copy of the Information Document is available on the Company's website (www.inventivapharma.com).
Governance:
In the subscription agreements executed on October 11, 2024, the Company undertook to submit to the General Meeting or at a later general meeting of shareholders, up to four additional new members of the Board of Directors, in order to replace existing members of the Board of Directors (other than Frédéric Cren, Mark Pruzanski and Srinivas Akkaraju), one of which upon proposal of BVF Partners LP (which has proposed to appoint a director at the next general meeting), and three of which upon proposal of each of the three largest investors in the Structured Financing.
Impact of the T2 Transaction on the share capital:
Following the settlement and delivery, the Company's share capital will be €1,391,512.74 divided into 139,151,274 shares.
For illustration purposes, the impact of the issuance of the New Shares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants), the Warrant Shares (assuming full exercise of the Warrants) on the ownership of a shareholder holding 1% of the Company's share capital prior to the T2 Transaction and not subscribing to it, is as follows (calculation made on the basis of the Company's share capital as of April 30, 2025):
Impact of the T2 Transaction on shareholders' equity
For illustration purposes, the impact of the issuance of New Shares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants), the Warrant Shares (assuming full exercise of the Warrants) on the Company's equity per share (calculation made on the basis of the Company's equity at December 31, 2024 is as follows:
Evolution of the shareholding structure in connection with the T2 Transaction
The shareholding structure of the Company prior to the T2 Transaction is set forth below:
The issuance of the ABSAs and the PFW-BSAs will have the following impact on the allocation of the share capital and the voting rights of the Company:
*These investors have participated in the T2 Transaction.
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.
Number of shares upon issuance of the warrants held by the EIB before any adjustment following to the T2 Transaction.
The issuance of the ABSAs, the PFW-BSAs and the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants) will have the following impact on the Company's share capital and voting rights:
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.
Number of shares upon issuance of the warrants held by the EIB before any adjustment following to the T2 Transaction.
The issuance of the ABSAs, the PFW-BSAs, the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants) and the Warrant Shares (assuming full exercise of the Warrants) will have the following impact on the Company's share capital and voting rights:
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.
Number of shares upon issuance of the warrants held by the EIB before any adjustment following to the T2 Transaction.
Detailed information regarding the Company, including its business, financial information, results, perspectives and related risk factors are contained in the Company's 2024 universal registration document filed with the AMF on April 15, 2025 under number D.25-0265 (the “ ”). 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.inventivapharma.com). Your attention is drawn to the risk factors related to the Company and its activities presented in Chapter 2.1 of its 2024 Universal Registration Document as updated by the Information Document.
In particular, the Company has updated risk factor 2.1.5.4 “ ” of the 2024 Universal Registration Document (for more information about the dilution, please see the above capitalization table) to reflect that that the exercise of all the dilutive instruments held by officers, directors and employees, the warrants issued to the EIB and the pre-funded warrants issued in October and December 2024 and in the context of the T2 Transaction (and excluding the shares issued upon the exercise of the Warrants), would result in a dilution of 45.5% to existing shareholders on the basis of the Company's current share capital. If all of the abovementioned instruments are exercised, including the Warrants issued in this T2 Transaction, the dilution would amount to 46.4 % on the basis of the Company's current share capital.
Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of oral small molecule therapies for the treatment of patients with MASH and other diseases with significant unmet medical need. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease.
The Company has a scientific team of approximately 90 people with deep expertise in the fields of biology, medicinal and computational chemistry, pharmacokinetics and pharmacology, and clinical development. It owns an extensive library of approximately 240,000 pharmacologically relevant molecules, approximately 60% of which are proprietary, as well as a wholly owned research and development facility.
Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). http://www.inventivapharma.com
Contacts
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.
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 offered as part of the T2 Transaction 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 offered as part of the T2 Transaction 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) acting for their own account, 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:
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 document 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 document 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 document 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.
None of the securities to be issued in connection with the T2 Transaction have been registered under the Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States of America except pursuant to an effective registration statement or an applicable exemption from the registration requirements.
Cf. press release dated October 14, 2024.
This estimate is based on the Company's current business plan for lanifibranor and excludes (i) any potential milestones payable to or by the Company (other than the potential milestone from Chia Tai Tianqing Pharmaceutical Group, Co., LTD (“CTTQ”) referenced herein), and (ii) any additional expenditures related to other product candidates 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 this estimate on assumptions that are incorrect, and the Company may end up using its resources sooner than anticipated.
Cf. press release dated October 14, 2024 for more details regarding CTTQ agreement.
[4]The settlement and delivery of the T2 Transaction remains subject to satisfaction of the following conditions precedent as of the closing date: (i) no material adverse change having occurred prior to the closing of the T2 Transaction and (ii) no clinical hold having been recommended by the independent Data and Safety Monitoring Board of NATiV3 prior to the closing of the T2 Transaction.
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