Full Press Release Details
Agreement for T1 bis [Shares] [Pre-Funded Warrants]
Inventiva S.A., a soci t anonyme
organized under the laws of the French Republic, with a share capital of 870,776.95, consisting of 87,077,695 ordinary shares of
0.01 nominal value each (the "Ordinary Shares" and each, an "Ordinary Share"), and registered
with the Commerce and Companies Registry of Dijon under the number 537 530 255 (the "Company") has issued pursuant
to the decision of the Company's board of directors (the "Board of Directors") held on October 11, 2024,
34,600,507 new Ordinary Shares (each, a "T1 Share" and collectively, the "T1 Shares") and 35,399,481
pre-funded warrants to purchase up to 35,399,481 Ordinary Shares (each a "T1 Pre-Funded Warrant" and collectively,
the "T1 Pre-Funded Warrants"), for a subscription price of 1.35 per T1 Share (the "T1 Subscription Price")
and of 1.34 (i.e., T1 Subscription Price less the nominal value of an Ordinary Share) per Pre-Funded Warrant (the "T1 Pre-Funded
Subscription Price"), for an aggregate amount of 94,145,988.99 as specified in the subscription agreements for the T1
Shares and the T1 Pre-Funded Warrants by and between the Company and certain subscribers thereto, dated as of October 11, 2024 (each,
a "T1 Subscription Agreement" and collectively, the "T1 Subscription Agreements").
The issuance of the T1 Shares and T1 Pre-Funded
Warrants is part of a transaction (the "Transaction") which also consist of:
issuance of units (the "ABSAs" and the "PFW-BSAs") in an aggregate amount of around 116,000,000
if the conditions provided in the T1 Subscription Agreements are met. Pursuant to the T1 Subscription Agreement, the Subscriber (as defined
below) has agreed on October 11, 2024 to subscribe for a number of ABSAs and/or PFW-BSAs, pro rata to its share of the aggregate
of the T1 Shares and T1 Pre-Funded Warrants at the Second Closing Date (as defined in the T1 Subscription Agreements).
For the avoidance of doubt, this T1 bis Subscription
Agreement only relates to the issuance and subscription of T1 bis [Shares] [Pre-Funded Warrants]. The Subscriber has also agreed in the
T1 Subscription Agreement to enter into a subscription agreement for the subscription of the ABSAs and/or PFW-BSAs subject to the conditions
The undersigned, [.] (the "Subscriber")
hereby confirms its agreement with the Company as follows:
of T1 bis [Shares] [Pre-Funded Warrants] (please hand-write the following below: "good for commitment to subscribe for ([-]
) ([-]) T1 bis [Shares] [Pre-Funded Warrants].")1:
bis [Pre-Funded] Subscription Price per T1 bis [Shares] [Pre-Funded Warrants] (including premium): [ 1.35] [ 1.34]
Subscription Price (including premium) to be paid by the Subscriber (the "Subscriber Aggregated Subscription Price"):
Subscriber Aggregated Subscription Price will be paid in euros to the Company's account opened in the books of Soci t
G n rale Securities Services (copied below) as set forth in Section 3.2 of [Annex [I] [I-A].
French law requirement: The Investor shall include a handwritten note after signature
block "valuable for number of T1 bis Pre-Funded Warrants subscribed in letters] (number of T1 bis Pre-Funded Warrants
subscribed in numbers) T1 bis Pre-Funded Warrants."
We acknowledge that we received a copy of this
T1 bis Subscription Agreement, including the Annex[es] hereto.
Please confirm that the foregoing correctly sets
forth the agreement between us by signing in the space provided below for that purpose.
_________________________
Please insert the following
in case of execution of the Agreement by a management company on behalf of investment funds
the investment funds represented by the Subscriber and number of T1 bis [Shares] [Pre-Funded Warrants] subscribed by each of them:
for [-] T1 bis [Shares] [Pre-Funded Warrants]
[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]
| By: | ||
| Name: Fr d ric Cren | ||
| Title: Chief Executive Officer |
TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF
T1 bis [SHARES] [PRE-FUNDED WARRANTS]
to these terms and conditions (the "Terms and Conditions"), the Company has duly authorized the issuance of
the T1 bis [Shares] [Pre-Funded Warrants].
time and date of closing shall be no later than 6:00 pm (CEST), on the date that is three (3) Business Days following the date of
the publication of the press release relating to T1 bis Shares and T1 bis Pre-Funded Warrants which should occur no later than December 16,
2024, or such later date as agreed by the Company and the Subscriber (the "Closing Date"). 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
Company has designated Soci t G n rale Securities Services as "banque centralisatrice"
(the "Centralizing Bank") to receive the subscriptions and payment of the Subscriber Aggregated Subscription
Price and the T1 bis Subscription Price for the T1 bis Shares and the T1 bis Pre-Funded Subscription Price for the T1 bis Pre-Funded Warrants
being subscribed by the Other Subscribers in accordance with Section 3.3 below.
the Closing Date, the Company's obligation to issue the T1 bis [Shares] [Pre-Funded Warrants] to the Subscriber will be subject
to (i) the receipt, in a dedicated 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 T1 bis Subscription Price for
the T1 bis Shares and the T1 bis Pre-Funded Subscription Price for the T1 bis Pre-Funded Warrants from the Other Subscribers in an aggregate
amount equal to 21,419,441.38 and (ii) the representations and warranties of the Subscriber contained in Section 6.1
being true and correct in all material respects as of the Closing Date.
to the Subscriber's Obligations
At the Closing Date, the Subscriber's
obligation to subscribe for the T1 bis [Shares] [Pre-Funded Warrants] will be subject to (i) no material adverse change (defined
as any event, violation, or circumstance, individually or in the aggregate, that had or could reasonably have a material adverse effect
on any steps of the clinical development of lanifibranor, or the manufacture of the new drug for its commercial launch, or with respect
to the Company' ability to successfully achieve the NATiV3 trial or to obtain from the Food and Drug Administration (FDA) the required
authorizations) between October 17, 2024 and the Closing Date, (ii) the receipt of a certified copy of the decisions of the
Board of Directors dated December 13, 2024 authorizing the issuance of the T1 bis Shares and the T1 bis Pre-Funded Warrants and the
entry into this Agreement between the Company and the Subscriber, (iii) the accuracy of the representations and warranties made by
the Company in Section 5 below as of the date hereof and as of the Closing Date, (iv) the fulfillment of the undertakings of
the Company to be fulfilled on or prior to the Closing Date and (v) 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 T1 bis Shares or the T1 bis Pre-Funded Warrants.
These conditions (other than the condition
(v) above which is to the benefit of the Subscribers and the Company) are to the benefit of the Subscribers which may decide to waive
one or more of them (or in the case of condition (i) above, confirm, based on a certificate provided by the Company, that no material
adverse change has occurred) with the consent of the Subscribers representing 60% of the aggregate of all T1 bis Shares and T1 bis Pre-Funded
Warrants to be subscribed (the "Waiver"). The Waiver shall be notified by such Subscribers to the Company at the latest
one Business Day prior to the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Waiver in accordance with Section 8.
the event that the Company has not received an aggregate amount equal to 21,419,441.38 at the Closing Date, representing
(i) the Subscriber Aggregated Subscription Price and (ii) the T1 bis Subscription Price for the T1 bis Shares and the T1 bis
Pre-Funded Subscription Price for the T1 bis Pre-Funded Warrants, 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 60% of the aggregate of all T1 bis Shares and T1 bis
Pre-Funded Warrants to be subscribed (excluding the T1 bis Shares and T1 bis Pre-Funded Warrants for which the T1 bis Subscription Price
or T1 bis 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.
No later than 11:00 pm (CEST) two (2) Business
Days before the Closing Date, the Subscriber shall wire transfer the Subscriber Aggregated Subscription Price to the account opened in
the books of the Centralizing Bank and shall notify (email being sufficient) the Company and the Centralizing Bank of the account from
which the Subscriber Aggregated Subscription Price will be wired to the account of the Centralizing Bank.
The account of the Company to which
the Subscriber Aggregated Subscription Price shall be wired is set forth in the signature page of this Agreement. By executing this
Agreement, the Subscriber irrevocably instructs the Centralizing Bank to accept delivery of, the subscription monies from its settlement
account to the bank account opened at the Centralizing Bank in its book 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) that the entire aggregate subscription price for all the Other Subscribers have been received by the Centralizing