UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of January 2020
Commission File Number:001-36697
DBV TECHNOLOGIES S.A.
(Translation of registrant’s name into English)
177-181 avenue Pierre Brossolette
92120 Montrouge France
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:
☒ Form20-F ☐ Form40-F
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Underwriting Agreement
On January 29, 2020, DBV Technologies S.A. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs International, Citigroup Global Markets Inc. and Citigroup Global Markets Limited, relating to the global offering (the “Offering”) of an aggregate of 7,500,000 ordinary shares in (i) a public offering of 4,535,581 ordinary shares in the form of 9,071,162 American Depositary Shares (“ADSs”) in the United States, Canada and certain countries outside of Europe at a public offering price of $10.25 per ADS (on the basis of an exchange rate of $1.0999 = €1.00) and (ii) an offering exclusively addressed to “qualified investors” (as such term is defined under EU Regulation n° 2017/1129) in Europe (including France) of 2,964,419 ordinary shares at a price of €18.63 per ordinary share. The net proceeds to the Company from the global offering are expected to be approximately $143.5 million (€130.5 million), after deducting underwriting commissions and estimated offering expenses. The Offering is expected to close on February 4, 2020, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriters a30-day option to purchase up to 1,125,000 additional ordinary shares in the form of 2,250,000 ADSs.
The Offering was made pursuant to the Company’s effective shelf registration statement on FormF-3 (FileNo. 333-233651), which was filed on September 6, 2019 and declared effective on October 1, 2019, as supplemented by a prospectus supplement dated January 29, 2020, filed on January 30, 2020, and an additional registration statement on FormF-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing on January 29, 2020.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Form6-K and incorporated by reference herein. The legal opinion of McDermott Will & Emery, AARPI relating to the ordinary shares is filed as Exhibit 5.1 to this Form6-K and incorporated by reference herein.
On January 29, 2020, the Company issued a press release announcing the Offering and its December 31, 2019 cash position, and, on January 30, 2020, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are filed as Exhibit 99.1 and Exhibit 99.2 to this Form6-K and incorporated by reference herein.
The information contained in this Form6-K, including Exhibits 1.1 and 5.1 hereto, but excluding Exhibits 99.1 and 99.2, is hereby incorporated by reference into the Company’s Registration Statements on FormsF-3 (FileNos. 333-233651 and 333-236160) andS-8 (File No. 333-199513).
Forward-Looking Statements
Statements in this Form6-K that are not strictly historical in nature, including statements regarding the Company’s expectations with respect to the closing of the Offering, are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for an offering of securities. For a discussion of these and other factors, please refer to the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form20-F, under the caption “Risk Factors.” You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.
EXHIBIT LIST
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.
| DBV TECHNOLOGIES S.A. | ||||||
| Date: January 30, 2020 | By: | /s/ Ramzi Benamar | ||||
| Name: Ramzi Benamar | ||||||
| Title: Chief Financial Officer | ||||||
