Inventiva announces the filing of an amended registration statement, including an estimated initial public offering price range

8 July 2020

Daix (France), July 8, 2020 – Inventiva (Euronext Paris: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of non-alcoholic steatohepatitis (“NASH”), mucopolysaccharidoses (“MPS”) and other diseases with significant unmet medical need, today announced the formal commencement of bookbuilding and the filing of an amended registration statement on Form F-1, including an estimated initial public offering price range, in connection with its intention to issue and sell, subject to market and other conditions, a total of 7,478,261 ordinary shares of the Company in an initial public offering of American Depositary Shares (“ADSs”), each representing one ordinary share, in the United States (the “U.S. Offering”) and a concurrent offering of ordinary shares in certain jurisdictions outside of the United States (the “European Offering”, and together, the “Global Offering”). Inventiva intends to grant the underwriters (the “Underwriters”) a 30-day option to purchase additional ADSs and/or ordinary shares in an aggregate amount of up to 15% of the total number of ADSs and ordinary shares proposed to be sold in the Global Offering.

All securities to be sold in the Global Offering will be offered by the Company. The Company has applied to list its ADSs on the Nasdaq Global Market under the ticker symbol “IVA.” The Company’s ordinary shares are listed on the regulated market of Euronext Paris under the symbol “IVA.”

Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC are acting as Joint Global Coordinators and bookrunners for the offering. H.C. Wainwright & Co., LLC is acting as lead manager and Roth Capital Partners, LLC and KBC Securities USA LLC are acting as co-managers for the U.S. Offering.

Namsen Capital is acting as Inventiva’s capital markets advisor.

The offering price is expected to be between $13.40 and $15.40 per ADS, or between €11.84 and €13.60 per ordinary share (assuming an exchange rate of €1.00 = $1.1321, the exchange rate on July 8, 2020). The offering price per ADS in U.S. dollars and the corresponding offering price per ordinary share in euros, as well as the final number of ADSs and ordinary shares sold in the Global Offering, will be determined following a bookbuilding process commencing immediately. The offering price per ADS and per ordinary share will be at least equal to the volume weighted average price of the Company’s ordinary shares on Euronext Paris over the last three trading days preceding the start of the offering (i.e., July 6th, 7th and 8th, 2020), subject to a maximum discount of 10%.

On an indicative basis, the completion of the Global Offering, assuming the issuance of 7,478,261 ordinary shares (including in the form of ADSs), would result in dilution of approximately 19.5% of the Company’s outstanding share capital on a non-diluted basis, and approximately 21.8% of the Company’s outstanding share capital on a non-diluted basis in the event that the Underwriters exercise in full their option to purchase additional ordinary shares (including in the form of ADSs).

The ADSs and/or ordinary shares will be issued through a capital increase without shareholders’ preferential subscription rights by way of a public offering excluding offerings referred to in Article L. 411-2 1° of the French Monetary and Financial Code (Code monétaire et financier) and under the provisions of Article L.225-136 of the French Commercial Code (Code de commerce) and pursuant to the 15th and 19th resolutions of the Company’s combined general shareholders’ meeting held on May 28, 2020.

The final number of ordinary shares offered, including the number of ordinary shares offered in the form of ADSs, and the subscription price therefor will be decided by the Company’s Chief Executive Officer (Directeur Général).

The Company plans to announce the result of the Global Offering as soon as practicable after pricing thereof in a subsequent press release.

The closings of the U.S. Offering and the European Offering will occur simultaneously and are expected to occur on the third trading day after the initial trading day of the Global Offering.

The Company expects to use the net proceeds from the Global Offering, together with existing cash, as follows (assuming an exchange rate of €1.00 = $1.1321, the exchange rate on July 8, 2020):

  • Approximately $85 million to complete preparations for and initiate a Phase III clinical trial of lanifibranor for the treatment of patients with NASH;
  • Approximately $30 million to complete a planned Phase Ib/II clinical trial of odiparcil in a pediatric population with MPS VI, initiate a planned label Phase IIa extension study of odiparcil in patients 16 years and above with MPS VI and initiate Phase III clinical development of odiparcil as a monotherapy and in combination with enzyme replacement therapy for the treatment of adult and pediatric patients with MPS VI;
  • Approximately $5 million to advance development of the Company’s Hippo pathway signaling program and other pre-clinical programs; and
  • The remainder for working capital and general corporate purposes.

    The Company expects that the net proceeds from the Global Offering, together with its existing cash, will enable the Company to fund its operating expenses and capital expenditure requirements at least through the fourth quarter of 2022.

    The securities referred to in this press release will be offered only by means of a prospectus. Copies of the preliminary prospectus relating to and describing the terms of the Global Offering can be obtained from Jefferies LLC, 520 Madison Avenue New York, NY 10022, or by telephone at 877-547-6340 or 877-821-7388, or by email at Prospectus_Department@Jefferies.com; Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104 or by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at 212-518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.

    A registration statement on Form F-1 relating to the securities referred to herein has been filed with the U.S. Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The registration statement can be accessed by the public on the website of the SEC.

Contacts

Inventiva
Frédéric Cren

Chief Executive Officer
info@inventivapharma.com
+33 3 80 44 75 00

Brunswick
Yannick Tetzlaff, Tristan Roquet Montégon, Aude Lepreux
Media relations
inventiva@brunswickgroup.com
+33 1 53 96 83 83

Patti Bank
Managing Director
ICR Westwicke
Patti.Bank@westwicke.com
D 415-513-1284
San Francisco, CA
www.westwicke.com

About Inventiva
arrow

Inventiva is a biopharmaceutical company specialized in the development of drugs interacting with nuclear receptors, transcription factors and epigenetic modulators. Inventiva’s research engine opens up novel breakthrough therapies against fibrotic diseases, cancers and orphan diseases with substantial unmet medical needs.

Lanifibranor, its lead product, is an anti-fibrotic treatment acting on the three alpha, gamma and delta PPARs (peroxisome proliferator-activated receptors), which play key roles in controlling the fibrotic process. Its anti-fibrotic action targets two initial indications with substantial unmet medical need: NASH, a severe and increasingly prevalent liver disease already affecting over 30 million people in the United States, and systemic sclerosis, a disease with a very high mortality rate and for which there is no approved treatment to date.

Inventiva is also developing a second clinical program with odiparcil (IVA 336) for the treatment of patients with mucopolysaccaridosis type VI (or Maroteaux-Lamy syndrome), a rare and severe gene disease affecting children. Odiparcil has also the potential to address other MPS types, characterized by the accumulation of chondroitin or dermatan sulfate (MPS I or Hurler/Sheie syndrome, MPS II or Hunter syndrome, MPS IVa or Morquio syndrome and MPS VII or Sly syndrome). Inventiva is also developing a portfolio of early research projects in the field of oncology.

Inventiva benefits from partnerships with world-leading research entities such as the Institut Curie in the field of oncology. Two strategic partnerships have also been established with world-class major pharmaceutical companies AbbVie and Boehringer Ingelheim in the fields of autoimmune diseases (specifically in psoriasis) and fibrosis respectively. These partnerships provide milestone payments to Inventiva upon the achievement of pre-clinical, clinical, regulatory and commercial milestones, in addition to royalties on the products resulting from the partnerships.

Inventiva employs over 100 employees and owns R&D facilities near Dijon, acquired from the international pharmaceutical group Abbott. The Company owns, a proprietary chemical library of over 240,000 molecules as well as integrated biology, chemistry, ADME and pharmacology platforms.

Important Notice
arrow

This press release contains forward-looking statements, forecasts and estimates with respect to the clinical development
plans, business and regulatory strategy, and anticipated future performance of Inventiva and of the market in which it operates. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. Such statements are not historical facts but rather are statements of future expectations and other forward-looking statements that are based on management”s beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance or future events to differ materially from those expressed or implied in such statements. Actual events are difficult to predict and may depend upon factors that are beyond Inventiva”s control.

There can be no guarantees with respect to pipeline product candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. Therefore, actual results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Given these uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Please refer to the “Document de référence” filed with the Autorité des Marchés Financiers on April 13, 2018 under n° R.18-013 for additional information in relation to such factors, risks and uncertainties.

Inventiva has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, Inventiva accepts no liability for any consequences arising from the use of any of the above statements.