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Agreement for T1 [Shares] [Pre-Funded Warrants]
Inventiva S.A., a soci t anonyme
organized under the laws of the French Republic, with a share capital of 524,771.88, consisting of 52,477,188 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"), is contemplating a
transaction (the "Transaction") that consists of:
Each ABSA (or PFW-BSA) will consist
of (i) a number of new Ordinary Shares (or a number of pre-funded warrants to purchase Ordinary Shares, if applicable) (each, a
"T2 Share") to be determined by the Board of Directors, and (attached thereto) (ii) a number of warrants (to
purchase a number of new Ordinary Shares of the Company) equal to the number of T2 Shares and pre-funded warrants to purchase Ordinary
Shares, which may be exercised at an exercise price of 1.5 (which corresponds to the volume-weighted average price of the five
trading sessions preceding the pricing of the T1 Shares) (each, a "T3 Warrant"), for a maximum aggregate subscription
price of 116,000,000, if the conditions provided in Annex II are met (certain of these conditions, the "Tranche
The terms and conditions of the ABSAs
and the PFW-BSAs are provided in the subscription agreement for the ABSAs and the PFW-BSAs in the form as attached as Annex II
Such issuance of ABSAs (and PFW-BSAs)
is also subject to the approval of the Board of Directors and the Company's General Meeting on the Resolutions.
For the avoidance of doubt, this Agreement only
relates to the subscription of T1 [Shares] [Pre-Funded Warrants]. The Subscriber (as defined below) shall enter into a subscription agreement
which terms will be substantially similar to this Subscription Agreement for the subscription of T1 bis Shares [and the T1 bis Pre-Funded
Warrants] as more detailed in article 3 below. The Subscriber shall also enter into a subscription agreement for the subscription of
ABSAs (and, the PFW-BSAs) in the form as attached as Annex II hereto, as specified in article 5 below and subject to the conditions
The undersigned, [ ]
(the "Subscriber") hereby confirms its agreement with the Company as follows:
Subject to the above, the Subscriber
agrees to enter into a subscription agreement for the T1 bis [Shares] [Pre-Funded Warrants] in a form substantially similar to this Subscription
Agreement to be agreed in good faith by the Company and the Subscribers, no later than three Business Days prior to the T1 bis Closing
Date; provided that (i) such subscription agreement will relate to the T1 bis Shares and the T1 bis Pre-Funded Warrants only, (ii) the
French listing prospectus will be included as a condition precedent only to the extent required under applicable laws, (iii) the
Company's and the Subscriber's obligation to issue and subscribe for, the T1 bis Shares and the T1 bis Pre-Funded Warrants
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 T1 bis Shares or the T1 bis Pre-Funded Warrants and (iv) for the sake of clarity, the conditions precedent
provided to the benefit of the Subscriber in the terms and conditions of the subscription agreement regarding the T1 bis Shares and the
T1 bis Pre-Funded Warrants will include the condition provided in Section 3.2(b)(i) (absence of material adverse change) of
the Terms and Conditions of the Subscription Agreement except that such absence will be assessed during the period of time from the date
hereof to the T1 bis Closing Date (and not only from the date of execution of such subscription agreement to the T1 bis Closing Date).
Subject to the above, the Subscriber
agrees to enter into the subscription agreement for the ABSAs or, if applicable, the PFW-BSAs, in the form attached as Annex II
hereto no later than three Business Days prior to the Second Closing Date.
of T1 [Shares] [Pre-Funded Warrants] (please hand-write the following below: "good for commitment to subscribe for ([ ])
T1 [Shares] [Pre-Funded Warrants].")1:
[Pre-Funded] Subscription Price per T1 [Shares] [Pre-Funded Warrants] (including premium): 1.34
Aggregate 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].
Annexes and Exhibits:
law requirement: The Investor shall include a handwritten note after signature block "valuable
for number of T1 [Shares] [Pre-Funded Warrants] subscribed in letters) (number of T1 [Shares] [Pre-Funded Warrants] subscribed
in numbers) T1 [Shares] [Pre-Funded Warrants)."
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 us by signing in the space provided below for that purpose.
| Subscriber | |
| By: | |
| Title: |
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 T1 [Shares] [Pre-Funded Warrants] subscribed by each of them:
for [ ] T1 [Shares] [Pre-Funded Warrants]
[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]
| Agreed and Accepted | ||
| ____________________, 2024: | ||
| INVENTIVA S.A. | ||
| By: | ||
| Name: Fr d ric Cren | ||
| Title: Chief Executive Officer |
TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF
T1 [SHARES] [PRE-FUNDED WARRANTS]
to these terms and conditions (the "Terms and Conditions"), the Company has duly authorized the issuance of
the T1 [Shares] [Pre-Funded Warrants].
time and date of closing shall be no later than 6:00pm (CEST), on the date that is three (3) Business Days following the date of
this Agreement, 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 States and France.
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 Subscription Price for the T1 Shares and the T1 Pre-Funded Subscription Price for the T1 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 [Shares] [Pre-Funded Warrants] to the 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 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 Subscription Price for the
T1 Shares and the T1 Pre-Funded Subscription Exercise for the T1 Pre-Funded Warrants from the Other Subscribers in an aggregate amount
equal to 94,145,988.99 and (iii) 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.
the Closing Date, the Subscriber's obligation to subscribe for the T1 [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 the date of this Agreement and the Closing Date, (ii) the receipt of a certified copy
of the decisions of the Board of Directors dated October 11, 2024 authorizing the issuance of the T1 Shares and the T1 Pre-Funded
Warrants and the entry into this Agreement between the Company and the Subscriber, (iii) the approval by the French Financial
Markets Authority (Autorit des March s Financiers) (the "AMF") of the French Listing Prospectus
(as such term is defined below) prior to the Closing Date, (iv) 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 and (v) the fulfillment of the undertakings of the Company
to be fulfilled on or prior to the Closing Date.
These conditions 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 Shares and T1 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 94,145,988.99 at the Closing Date, representing