Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
14 Noviembre 2024 - 3:12PM
Edgar (US Regulatory)
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
Proxy
Card
On November 14, 2024, Inventiva S.A.
(“Company”) began mailing its proxy card (“Proxy Card”) and Instructions for beneficial owners of American
Depositary Shares (“Voting Instructions”) to the beneficial owners of the Company’s American Depositary Shares in
connection with the Company’s Ordinary and Extraordinary General Meeting (“General Meeting”) that 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 Proxy Card is
attached to this Report on Form 6-K as Exhibit 99.1 and a copy of the Voting Instructions as Exhibit 99.2.
The information contained in this report on Form 6-K, including
Exhibits 99.1 and 99.2, is intended to be 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 incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, unless expressly set forth by specific reference in such a filing
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. |
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Date: November 14, 2024 |
By: |
/s/ Frédéric Cren |
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Name |
Frédéric Cren |
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Title: |
Chief Executive Officer |
Exhibit 99.1
| Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved
styleIPC
Instructions to The Bank of New York Mellon, as Depositary
(Must be received prior to 12:00 PM Eastern Time December 4, 2024)
The undersigned Holder of American Depositary Receipts (“Receipts”) of Inventiva S.A. (the “Company”) hereby requests and instructs The Bank of New
York Mellon, as Depositary, to vote or cause to be voted the number of ordinary shares represented by such Receipt(s) of the Company, registered in the
name of the undersigned on the books of the Depositary as of the close of business November 4, 2024 at the Ordinary and Extraordinary General Meeting
of Shareholders to be held on December 11, 2024.
Notes:
1. Please direct the Depositary how to vote by placing an X in the box opposite the resolutions on the reverse side.
2. If no instructions are received, a discretionary proxy will be given to a person designated by the Company.
3. If the preemptive subscription rights are cancelled in your favor in one of the resolutions 5 to 22, 24 to 32, 34 to 48 and 50 to 57, do not vote
on this resolution.
Inventiva S.A.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Inventiva S.A.
Joint Ordinary & Extraordinary General
Meeting of Shareholders
For Shareholders of record as of November 4, 2024
Wednesday, December 11, 2024 9:00 AM, Local Time
P.O. BOX 8016, CARY, NC 27512-9903
Mail:
• Mark, sign and date your Proxy Card
• Fold and return your Proxy Card in the postage-paid
envelope provided
YOUR VOTE IS IMPORTANT!
PLEASE VOTE BY: 12:00 PM, Eastern Time, December 4, 2024.
Have your ballot ready and please use one
of the methods below for easy voting:
Your vote
matters!
Your control number
Have the 12 digit control number located in the box above
available when you access the website and follow the instructions. |
| Inventiva S.A. Joint Ordinary & Extraordinary
General Meeting of Shareholders
Please make your marks like this:
PROPOSAL YOUR VOTE
Ordinary Items
FOR AGAINST ABSTAIN
1. Appointment of Mr. Mark Pruzanski, as Director of the Company;
#P2# #P2# #P2#
2. Appointment of Mr. Srinivas Akkaraju, as Director of the Company;
#P3# #P3# #P3#
3. Approval of the compensation policy for the Chief Executive Officer (application from the date of separation of
functions); #P4# #P4# #P4#
4. Approval of the compensation policy of the Chairperson of the Board of Directors (application from the date of
separation of functions); #P5# #P5# #P5#
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;
#P7# #P7# #P7#
6. Cancellation of the preemptive subscription rights for New Enterprise Associates 17, L.P.;
#P8# #P8# #P8#
7. Cancellation of the preemptive subscription rights for Growth Equity Opportunities 18 VGE, LLC;
#P9# #P9# #P9#
8. Cancellation of the preemptive subscription rights for Sofinnova Crossover I SLP;
#P10# #P10# #P10#
9. Cancellation of the preemptive subscription rights for Yiheng Capital Management, L.P.;
#P11# #P11# #P11#
10. Cancellation of the preemptive subscription rights for BioDiscovery 6 FPCI;
#P12# #P12# #P12#
11. Cancellation of the preemptive subscription rights for Invus Public Equities, L.P.;
#P13# #P13# #P13#
12. Cancellation of the preemptive subscription rights for Samsara BioCapital, L.P.;
#P14# #P14# #P14#
13. Cancellation of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.;
#P15# #P15# #P15#
14. Cancellation of the preemptive subscription rights for CVI Investments Inc.;
#P16# #P16# #P16#
15. Cancellation of the preemptive subscription rights for Biomedical Value Fund, L.P.;
#P17# #P17# #P17#
16. Cancellation of the preemptive subscription rights for Biomedical Offshore Value Fund, L.P.;
#P18# #P18# #P18#
17. Cancellation of the preemptive subscription rights for Schonfeld Global Master Fund, L.P.;
#P19# #P19# #P19#
18. Cancellation of the preemptive subscription rights for Eventide Healthcare Innovation Fund I, L.P.;
#P20# #P20# #P20#
19. Cancellation of the preemptive subscription rights for Adage Capital Partners, L.P.;
#P21# #P21# #P21#
20. Cancellation of the preemptive subscription rights for Altamont Pharmaceutical Holdings, LLC, sub-fund of
Avondale ICAV; #P22# #P22# #P22#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date |
| Inventiva S.A. Joint Ordinary & Extraordinary
General Meeting of Shareholders
Please make your marks like this:
PROPOSAL YOUR VOTE
FOR AGAINST ABSTAIN
21. Cancellation of the preemptive subscription rights for Albemarle Life Sciences Fund, sub-fund of Avondale ICAV;
#P23# #P23# #P23#
22. Cancellation of the preemptive subscription rights for KVP Capital, LP;
#P24# #P24# #P24#
23. Decision to issue 8,053,847 pre-funded warrants of the Company without shareholders' preemptive subscription
rights to the benefit of named persons and delegation of authority to the Board of Directors; #P25# #P25# #P25#
24. Cancellation of the preemptive subscription rights for Biotechnology Value Fund, L.P.;
#P26# #P26# #P26#
25. Cancellation of the preemptive subscription rights for Biotechnology Value Fund II, L.P.;
#P27# #P27# #P27#
26. Cancellation of the preemptive subscription rights for Biotechnology Value Trading Fund OS, L.P.;
#P28# #P28# #P28#
27. Cancellation of the preemptive subscription rights for MSI BVF SPV, LLC;
#P29# #P29# #P29#
28. Cancellation of the preemptive subscription rights for New Enterprise Associates 17, L.P.;
#P30# #P30# #P30#
29. Cancellation of the preemptive subscription rights for Growth Equity Opportunities 18 VGE, LLC;
#P31# #P31# #P31#
30. Cancellation of the preemptive subscription rights for Samsara BioCapital, L.P.;
#P32# #P32# #P32#
31. Cancellation of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.;
#P33# #P33# #P33#
32. Cancellation of the preemptive subscription rights for Deep Track Biotechnology Master Fund, Ltd.;
#P34# #P34# #P34#
33. Capital increase by issuance of shares with warrants attached, without shareholders' preemptive subscription
rights to the benefit of named persons and delegation of authority to the Board of Directors; #P35# #P35# #P35#
34. Cancellation of the preemptive subscription rights for Sofinnova Crossover I SLP;
#P36# #P36# #P36#
35. Cancellation of the preemptive subscription rights for Yiheng Capital Management, L.P.;
#P37# #P37# #P37#
36. Cancellation of the preemptive subscription rights for BioDiscovery 6 FPCI;
#P38# #P38# #P38#
37. Cancellation of the preemptive subscription rights for Invus Public Equities, L.P.;
#P39# #P39# #P39#
38. Cancellation of the preemptive subscription rights for Samsara BioCapital, L.P.;
#P40# #P40# #P40#
39. Cancellation of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.;
#P41# #P41# #P41#
40. Cancellation of the preemptive subscription rights for CVI Investments Inc.;
#P42# #P42# #P42#
41. Cancellation of the preemptive subscription rights for Biomedical Value Fund, L.P.;
#P43# #P43# #P43#
42. Cancellation of the preemptive subscription rights for Biomedical Offshore Value Fund, L.P.;
#P44# #P44# #P44#
43. Cancellation of the preemptive subscription rights for Schonfeld Global Master Fund, L.P.;
#P45# #P45# #P45#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date |
| Inventiva S.A. Joint Ordinary & Extraordinary
General Meeting of Shareholders
Please make your marks like this:
PROPOSAL YOUR VOTE
FOR AGAINST ABSTAIN
44. Cancellation of the preemptive subscription rights for Eventide Healthcare Innovation Fund I, L.P.;
#P46# #P46# #P46#
45. Cancellation of the preemptive subscription rights for Adage Capital Partners, L.P.;
#P47# #P47# #P47#
46. Cancellation of the preemptive subscription rights for Altamont Pharmaceutical Holdings, LLC;
#P48# #P48# #P48#
47. Cancellation of the preemptive subscription rights for Albemarle Life Sciences Fund, sub-fund of Avondale ICAV;
#P49# #P49# #P49#
48. Cancellation of the preemptive subscription rights for KVP Capital, LP;
#P50# #P50# #P50#
49. Decision to issue pre-funded warrants with share subscription warrants attached, without shareholders'
preemptive subscription rights to the benefit of named persons and delegation of authority to the Board of
Directors;
#P51# #P51# #P51#
50. Cancellation of the preemptive subscription rights for Biotechnology Value Fund, L.P.;
#P52# #P52# #P52#
51. Cancellation of the preemptive subscription rights for Biotechnology Value Fund II, L.P.;
#P53# #P53# #P53#
52. Cancellation of the preemptive subscription rights for Biotechnology Value Trading Fund OS, L.P.;
#P54# #P54# #P54#
53. Cancellation of the preemptive subscription rights for MSI BVF SPV, LLC;
#P55# #P55# #P55#
54. Cancellation of the preemptive subscription rights for New Enterprise Associates 17, L.P.;
#P56# #P56# #P56#
55. Cancellation of the preemptive subscription rights for Growth Equity Opportunities 18 VGE, LLC;
#P57# #P57# #P57#
56. Cancellation of the preemptive subscription rights for Perceptive Life Sciences Master Fund, Ltd.;
#P58# #P58# #P58#
57. Cancellation of the preemptive subscription rights for Deep Track Biotechnology Master Fund, Ltd.;
#P59# #P59# #P59#
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;
#P60# #P60# #P60#
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;
#P61# #P61# #P61#
60. Authorization to the Board of Directors to grant free shares to employees and/or certain corporate officers;
#P62# #P62# #P62#
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;
#P63# #P63# #P63#
62. Delegation of authority to the Board of Directors to decide on the issuance of share subscription warrants,
without shareholders' preemptive subscription rights, to the benefit of categories of persons; #P64# #P64# #P64#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date |
| Inventiva S.A. Joint Ordinary & Extraordinary
General Meeting of Shareholders
Please make your marks like this:
PROPOSAL YOUR VOTE
FOR AGAINST ABSTAIN
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 General Meeting dated June 20,
2024;
#P65# #P65# #P65#
Ordinary Items
64. Amendment of the Company's policy for the Company's directors;
#P67# #P67# #P67#
65. Amendment of the Deputy Chief Executive Officer's compensation policy;
#P68# #P68# #P68#
66. Powers to carry out formalities.
#P69# #P69# #P69#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date |
Exhibit 99.2
INVENTIVA S.A.
Ordinary and Extraordinary General Meeting of
Inventiva S.A. to be held on
December 11, 2024
Instructions for beneficial owners of American
Depositary Shares (“ADSs”)
Beneficial owners of ADSs who wish to submit their
votes in connection with the General Meeting of Inventiva to be held on December 11, 2024 should consult the voting instruction form
delivered to them by The Bank of New York Mellon, as depositary, and the materials posted to the Shareholder Meeting section on the www.inventivapharma.com
website. Alternatively, you can submit a request for a free physical copy of the materials from Inventiva in writing at 50 rue de Dijon,
DAIX (21121), France.
Beneficial Owners of ADSs have the opportunity
to submit their votes by returning the completed voting form in the postage-paid envelope that accompanies their voting form. Beneficial
Owners of ADSs are urged to consult their broker for further guidance on how to submit their votes.
Inventiva (PK) (USOTC:IVEVF)
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De Nov 2024 a Dic 2024
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