Description of the Share Repurchase Program Authorised by the
Ordinary General Meeting of 20 June 2024
Daix, 21 June 2024
Pursuant to Article 241-2 of the AMF General
Regulations (Règlement Général de l’Autorité des marchés
financiers), the purpose of this description is to present the
objectives and terms of the Company’s share repurchase program
approved by the Ordinary General Meeting of 20 June 2024, it being
specified that the Company does not to date intend to pursue any
objective other than to animate the market under a liquidity
agreement which has been in place since the listing on
Euronext.
- Securities concerned: shares issued by Inventiva
SA.
- Maximum proportion of capital that may be purchased by the
Company: 10%.
- Maximum number of its own shares that may be acquired by the
Company, based on the number of shares making up the share capital
as of 31 May 2024: 5 247 718; however, taking into account
the 115 681 shares held in treasury, only 5 132 037
treasury shares are available to be acquired.
- Allocation of treasury shares as at 31 May 2024: the 115
681 treasury shares held as at 31 May 2024 are allocated for the
purpose of ensuring the liquidity of or making the market in
Inventiva's shares through the intermediary of an investment
services provider acting independently within the framework of a
market making agreement that complies with a code of conduct
recognised by the Autorité des marchés financiers.
- Maximum price per share: 40 euros.
- Objectives:
The objectives of the share repurchase program
pursuant to the 19th resolution of the Ordinary General Meeting of
20 June 2024 are as follows:
- to purchase or sell shares under a
liquidity agreement entered into with an investment services
provider, in accordance with the conditions set by the market
authorities;
- to implement and perform
obligations related to stock option programs or other share
allocations to employees and corporate officers of the Company and,
in particular, to allocate shares to employees and corporate
officers of the Company in connection with (i) profit-sharing, or
(ii) any share purchase, stock option or free share allocation plan
under the conditions provided for by law, in particular by Articles
L.3331- 1 seq. of the French Labor Code (including any sale of
shares referred to in Article L.3332-24 of the French Labor Code),
and to carry out any hedging transactions relating to such
transactions;
- to deliver ordinary shares upon the
exercise of rights attached to securities carrying rights to shares
of the Company by redemption, conversion, exchange, presentation of
a warrant or any other means;
- to reduce the Company's capital by
cancelling all or some of the shares acquired; and
- more generally, to carry out any
transaction that may be authorized by law or any market practice
that may be admitted by the market authorities, it being specified
that, in such a case, the Company would inform its shareholders by
means of a press release.
- Duration of the program: 18 months from the Ordinary
General Meeting of 20 June 2024.
About Inventiva
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/NASH and
other diseases with significant unmet medical need. The Company
benefits from a strong expertise and experience in the domain of
compounds targeting nuclear receptors, transcription factors and
epigenetic modulation. Inventiva is currently advancing one
clinical candidate, has a pipeline of two preclinical programs and
continues to explore other development opportunities to add to its
pipeline.
Inventiva’s lead product candidate,
lanifibranor, is currently in a pivotal Phase III clinical trial,
NATiV3, for the treatment of adult patients with MASH/NASH, a
common and progressive chronic liver disease.
Inventiva’s pipeline also includes odiparcil, a
drug candidate for the treatment of adult MPS VI patients. As part
of Inventiva’s decision to focus clinical efforts on the
development of lanifibranor, it suspended its clinical efforts
relating to odiparcil and is reviewing available options with
respect to its potential further development. Inventiva is also in
the process of selecting a candidate for its Hippo signaling
pathway program.
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). www.inventivapharma.com
Contacts
Inventiva Pascaline Clerc, PhDEVP, Strategy and
Corporate Affairs media@inventivapharma.com
+1 202 499 8937 |
Brunswick GroupTristan Roquet Montegon /Aude
Lepreux /Julia CailleteauMedia
relationsinventiva@brunswickgroup.com +33 1 53 96 83
83 |
Westwicke, an ICR CompanyPatricia L. BankInvestor
relationspatti.bank@westwicke.com
+1 415 513-1284 |
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Important Notice
This press release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included in this press
release are forward-looking statements.
These statements include, but are not limited
to, forecasts and estimates with respect to Inventiva’s
pre-clinical programs and clinical trials, including design,
duration, timing, recruitment costs, screening and enrollment for
those trials, including the ongoing NATiV3 Phase III clinical trial
with lanifibranor in MASH/NASH, clinical trial data releases and
publications, the information, insights and impacts that may be
gathered from clinical trials, the potential therapeutic benefits
of Inventiva’s product candidates, including lanifibranor,
potential regulatory submissions, approvals and commercialization,
Inventiva’s pipeline and preclinical and clinical development
plans, the expected benefit of having received Breakthrough Therapy
Designation, including its impact on the development and review
timeline of Inventiva’s product candidates, the potential
development of and regulatory pathway for odiparcil, and future
activities, expectations, plans, growth and prospects of Inventiva
and its partners. 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”, “would”, “could”,
“might”, “should”, “designed”, “hopefully”, “target”, “potential”,
“opportunity”, “possible”, “aim”, 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
clinical trial results will be available on their anticipated
timeline, that future clinical trials will be initiated as
anticipated, that product candidates will receive the necessary
regulatory approvals, or that any of the anticipated milestones by
Inventiva or its partners will be reached on their expected
timeline, or at all. Future 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, due to a number of factors, including that Inventiva
cannot provide assurance on the impacts of the Suspected Unexpected
Serious Adverse Reaction (SUSAR) on enrollment or the ultimate
impact on the results or timing of the NATiV3 trial or regulatory
matters with respect thereto, that Inventiva is a clinical-stage
company with no approved products and no historical product
revenues, Inventiva has incurred significant losses since
inception, Inventiva has a limited operating history and has never
generated any revenue from product sales, Inventiva will require
additional capital to finance its operations, in the absence of
which, Inventiva may be required to significantly curtail, delay or
discontinue one or more of its research or development programs or
be unable to expand its operations or otherwise capitalize on its
business opportunities and may be unable to continue as a going
concern, Inventiva’s ability to obtain financing and to enter into
potential transactions, Inventiva's future success is dependent on
the successful clinical development, regulatory approval and
subsequent commercialization of current and any future product
candidates, preclinical studies or earlier clinical trials are not
necessarily predictive of future results and the results of
Inventiva's and its partners’ clinical trials may not support
Inventiva's and its partners’ product candidate claims, Inventiva's
expectations with respect to its clinical trials may prove to be
wrong and regulatory authorities may require holds and/or
amendments to Inventiva’s clinical trials, Inventiva’s expectations
with respect to the clinical development plan for lanifibranor for
the treatment of MASH/NASH may not be realized and may not support
the approval of a New Drug Application, Inventiva and its partners
may encounter substantial delays beyond expectations in their
clinical trials or fail to demonstrate safety and efficacy to the
satisfaction of applicable regulatory authorities, the ability of
Inventiva and its partners to recruit and retain patients in
clinical studies, enrollment and retention of patients in clinical
trials is an expensive and time-consuming process and could be made
more difficult or rendered impossible by multiple factors outside
Inventiva's and its partners’ control, Inventiva's product
candidates may cause adverse drug reactions or have other
properties that could delay or prevent their regulatory approval,
or limit their commercial potential, Inventiva faces substantial
competition and Inventiva’s and its partners' business, and
preclinical studies and clinical development programs and
timelines, its financial condition and results of operations could
be materially and adversely affected by geopolitical events, such
as the conflict between Russia and Ukraine and related sanctions,
impacts and potential impacts on the initiation, enrollment and
completion of Inventiva’s and its partners’ clinical trials on
anticipated timelines and the state of war between Israel and Hamas
and the related risk of a larger conflict, health epidemics, and
macroeconomic conditions, including global inflation, rising
interest rates, uncertain financial markets and disruptions in
banking systems. Given these risks and 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 Universal Registration
Document for the year ended December 31, 2023, filed with the
Autorité des Marchés Financiers on April 3, 2024, and the Annual
Report on Form 20-F for the year ended December 31, 2023, filed
with the Securities and Exchange Commission on April 3, 2024. Other
risks and uncertainties of which Inventiva is not currently aware
may also affect its forward-looking statements and may cause actual
results and the timing of events to differ materially from those
anticipated. All information in this press release is as of the
date of the release. Except as required by law, 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.
- Inventiva - PR - Share Repurchase Program - GM 06 20 2024 - EN
- 06 21 2024
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