Shareholders' Equity | Note 10. Shareholders’ Equity 10.1. Share capital The share capital is set at €421 thousand at December 31, 2022 divided into 42,134,169 fully authorized, subscribed and paid-up shares with a nominal value of €0.01.Changes in share capital during the years ended December 31, 2022, 2021 and 2020 are as follows: in euros, except number of shares Premiums Share related to Number of Nominal Date Nature of the transactions capital share capital shares value Balance as of January 1 st , 2020 268,461 86,011,893 26,846,112 0.01 01/26/2020 Capital increase by issuance of ordinary shares – Vesting of AGAs by Company employees (AGA 2018-2) 633 — 63,300 0.01 02/07/2020 Capital increase by issuance of ordinary shares – Company’s private placement 37,783 14,962,218 3,778,338 0.01 02/07/2020 Transaction costs related to the Company’s private placement — (319,564) — — 04/17/2020 Appropriation of the issue premium — (48,000,000) — — 06/28/2020 Capital increase by issuance of ordinary shares – Vesting of AGAs by Company employees (AGA 2019-2) 2,270 — 227,000 0.01 07/15/2020 Capital increase by issuance of ordinary shares – Company’s initial public offering 74,783 94,024,272 7,478,261 0.01 07/15/2020 Transaction costs related to the Company’s initial public offering — (7,077,866) — — 11/30/2020 Capital increase by emission of ordinary shares – Emission of 10,000 BSA 100 66,650 10,000 0.01 12/14/2020 Capital increase by issuance of ordinary shares – Vesting of AGAs by Company employees (AGA 2018-3) 2,273 — 227,250 0.01 Balance as of December 31, 2020 386,302 139,667,603 38,630,261 0.01 06/28/2021 Capital increase by issuance of ordinary shares – Vesting of AGAs by Company employees (AGA 2019-1) 291 — 29,100 0.01 09/27/2021 Capital increase by issuance of ordinary shares – (ATM) 20,833 25,556,803 2,083,334 0.01 10/01/2021 Capital increase by issuance of ordinary shares – (ATM) 1,309 1,615,584 130,856 0.01 10/01/2021 Transaction costs related to ATM — (1,768,424) — — Balance as of December 31, 2021 408,735 165,071,566 40,873,551 0.01 15/06/2022 Capital increase by issue of ordinary shares - (ATM3) 12,606 9,353,504 1,260,618 0.01 15/06/2022 Transaction costs related to ATM — (539,404) — — Balance as of December 31, 2022 421,341 173,885,665 42,134,169 0.01 During the year ended December 31, 2022, the main impact on the share capital relates to the capital increase for a gross amount of €9.4 million on June 15, 2022, due to the issuance of 1,260,618 new shares as part of the Company’s At-The-Market program set up on August 2, 2021. For more details on the operation of the fiscal year 2022, please refer to Note 1.2 - Significant events of 2022. During the years ended December 31, 2021 and 2020, the main impacts on the share capital relate to the following events: - Capital increase of €25.4 million of cash, consisting of the net proceeds of the two ATM sales on September 27, 2021 and on October 1, 2021; - Final acquisition of 29,100 AGAs 2019-1 on June 28, 2021 ; - $107.7 million initial public offering on the Nasdaq Global Market in July 2020; - The reclassification of €48.0 million from debit retained earnings to premiums related to share capital following the decision of the General Meeting on April 2020; and - Capital increase of €14.7 million reserved for a category of investors in February 2020. For more details on the operations of the fiscal year 2021 and 2020, please refer to Note 1.3 - Significant events of 2021 and 2020. Movements related to BSA share warrants plans and AGA bonus shares award plans are described in Notes - 10.3 - Share warrants plans and 10.4 - Bonus share award plans. 10.2. Liquidity agreement On January 19, 2018, the Company entered into a new liquidity agreement with Kepler Cheuvreux, replacing the previous liquidity agreement with Oddo BHF, for a period of 12 months renewable by tacit agreement. Under the terms of the agreement, the investment services provider (“ISP”) is authorized to buy and sell Inventiva treasury shares without interference from the Company in order to ensure the liquidity of the shares on the Euronext market. At the date of approval of these financial statements, the liquidity agreement with Kepler Cheuvreux was extended for a new period of 12 months from January 1, 2022. At December 31, 2020, 2021 and 2022 treasury shares purchased and sold by Inventiva through its ISP, as well as the gains or losses resulting from share purchase, sale, issue and cancellation transactions during the periods, were accounted for as a deduction from equity. Consequently, these transactions had no impact on the Company’s results. 10.3. Share warrants plans Share warrants correspond to: ● BSPCE founder share warrants granted to the Company’s employees in 2013 and 2015; ● BSA share warrants granted to Company directors in 2017, with a subscription price set at €0.53 ; ● BSA share warrants granted to Company service providers in 2018, with a subscription price set at €0.48 ; ● BSA share warrants granted in 2019 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at € 0.18 ; and ● BSA share warrants granted in 2020 to David Nikodem, a member of Sapidus Consulting Group LLC and to Jeremy Goldberg, a member of PG Healthcare LLC, service providers of Inventiva, with a subscription price set at €0.29 . ● BSPCE founder share warrants granted in 2021 to Frederic Cren and Pierre Broqua, Company’s Directors; and ● BSA share warrants granted in 2021 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €2.45 . Characteristics of BSPCE share warrant plans At January 1, 2022, two BSPCE share warrant plans were outstanding: BSPCE 2013-1 and BSPCE 2021. The main characteristics of the plans are described in the following table: BSPCE 2013-1 BSPCE 2021 Decision of issuance by the Board of Directors 13/12/2013 04/16/2021 Grant date 13/12/2013 04/16/2021 Beneficiary 3 employees Executive Directors (Frederic Cren and Pierre Broqua) Number of BSPCE granted 9 027 600,000 Expiration date 25/01/2024 03/31/2034 Number of shares per BSPCE 100 1 Subscription price (€) 58.50 0 Exercise price (€) 0.585 11.74 Performance condition No Partially (1) Valuation method used Black and Scholes Monte Carlo Fair value at grant date (€) 19 [5.4 – 5.7] (1) Expected volatility 35 % 64 % Average life (years) 5 5 Risk-free rate 1.13 % 0.60 % Expected dividends — — (1) The fair value at grant date is different depending on whether the BSPCEs are subject to market performance conditions. Characteristics of BSA share warrant plans At January 1, 2022, seven BSA share warrant plans were outstanding: BSA 2017, BSA 2018, BSA 2019, BSA 2019 bis, BSA 2019 ter and BSA 2021. The main characteristics of the plans are described in the following table: BSA BSA BSA 2017 2018-1 BSA 2019 2019 bis BSA 2019 ter BSA 2021 Decision of issuance by the Board of Directors 05/29/2017 12/14/2018 06/28/2019 03/09/2020 03/09/2020 04/16/2021 Grant date 05/29/2017 12/14/2018 06/28/2019 03/09/2020 03/09/2020 04/16/2021 Beneficiary Directors Service providers Service providers Service providers Service providers Service providers Vesting period (year) 3 tranches: 1 year , 2 years and 3 years between 1 and 3 years 1 1 between 1 and 3 years 3 Expiration date 05/29/2027 12/14/2028 06/28/2029 03/09/2030 03/09/2030 03/31/2034 Number of BSA granted 195,000 126,000 10,000 10,000 36,000 50,000 Number of shares per BSA 1 1 1 1 1 1 Subscription premium price per share (€) 0.534 0.48 0.18 0.29 0.29 2.45 Exercise price per share (€) 6.675 6.067 2.20 3.68 3.68 11.74 Performance condition No No No No No Yes Valuation method Black and Scholes Monte Carlo Fair value per BSA at grant date (€) 2.47 1.98 0.48 0.90 0.90 [3.0 – 3.2] (1) Expected volatility 40 % 40 % 40 % 40 % 40 % 64 % Average life (years) 6 6 5.5 6 6 5 Risk free rate 0.22 % 0.30 % 0.33 % 0.0 % 0.0 % 0.60 % Expected dividends — — — — — — (1) The fair value at grant date is different depending on whether the BSPCEs are subject to market performance conditions. Movements in BSPCE and BSA share warrants (in number of shares issuable upon exercise) Exercise Outstanding Outstanding Number of price at January 1, at December 31, shares Type Grant date (in euros) 2022 Issued Exercised Forfeited 2022 exercisable BSPCE — 2013 plan Dec. 13, 2013 0.59 8,800 — — — 8,800 8,800 BSPCE Plan 2021 April 16, 2021 11.74 600,000 — — (120,000) 480,000 — Total BSPCE 608,800 — — (120,000) 488,800 8,800 BSA — 2017 plan May 29, 2017 6.67 130,000 — — — 130,000 130,000 BSA — 2018 plan Dec. 14, 2018 6.07 116,000 — — — 116,000 116,000 BSA — 2019 plan June 28, 2019 2.20 10,000 — — — 10,000 10,000 BSA 2019 Bis March 9, 2020 3.68 10,000 — — — 10,000 10,000 BSA 2019 Ter March 9, 2020 3.68 36,000 — — — 36,000 24,000 BSA - Plan 2021-1 April 16, 2021 11.74 20,000 — — (4,000) 16,000 — Total BSA 322,000 — — (4,000) 318,000 290,000 Total 930,800 — — (124,000) 806,800 298,800 The change in BSPCE and BSA share warrants over 2022 can be broken down as follows: ● Cancellation of 120,000 BSPCE following the recruitments conditions that haven’t been reached; and ● Cancellation of 4,000 BSA following an employee departure. At December 31, 2022, a total of 480,088 BSPCEs (or 488,800 shares) and 318,000 BSAs were outstanding, which corresponds to a total of 806,800 shares, the maximum number of shares to be issued when all related conditions are met. Share based payment expense totaled €765 thousand for the year ended December 31, 2022 (compared to €859 thousand for the year ended December 31, 2021 and €18 thousand for the year ended December 31, 2020) and were recognized in personnel costs (see Note 17.1 - Personnel costs and headcount). Exercise Outstanding Outstanding Number of price at January 1, at December 31, shares Type Grant date (in euros) 2021 Issued Exercised Forfeited 2021 exercisable BSPCE — 2013 plan Dec. 13, 2013 0.59 8,800 — — — 8,800 8,800 BSPCE Plan 2021 April 16, 2021 11.74 — 600,000 — — 600,000 — Total BSPCE 8,800 600,000 — — 608,800 8,800 BSA — 2017 plan May 29, 2017 6.67 130,000 — — — 130,000 130,000 BSA — 2018 plan Dec. 14, 2018 6.07 116,000 — — — 116,000 116,000 BSA — 2019 plan June 28, 2019 2.20 10,000 — — — 10,000 10,000 BSA 2019 Bis March 9, 2020 3.68 10,000 — — — 10,000 10,000 BSA 2019 Ter March 9, 2020 3.68 36,000 — — — 36,000 12,000 BSA - Plan 2021-1 April 16, 2021 11.74 — 50,000 — (30,000) 20,000 — Total BSA 302,000 50,000 — (30,000) 322,000 278,000 Total 310,800 650,000 — (30,000) 930,800 286,800 The change in BSPCE and BSA share warrants over 2021 can be broken down as follows: ● the issuance of 50,000 new 2021-1 Bis BSAs allocated to ISLS Consulting and David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, of which 30,000 BSA 2021-1 allocated to ISLS Consulting have been cancelled due to the non-payment of warrants; and ● the issuance of 600,000 new 2021 BSPCE allocated to the Company’s directors, Frederic Cren and Pierre Broqua. At December 31, 2021, a total of 600,088 BSPCEs (or 608,800 shares) and 322,000 BSAs were outstanding, which corresponds to a total of 930,800 shares, the maximum number of shares to be issued when all related conditions are met. Exercise Outstanding Outstanding Number of price at January 1, at December 31, shares Type Grant date (in euros) 2020 Issued Exercised Forfeited 2020 exercisable BSPCE — 2013 plan Dec. 13, 2013 0.59 8,800 — — — 8,800 8,800 Total BSPCE 8,800 — — — 8,800 8,800 BSA — 2017 plan May 29, 2017 6.67 140,000 — (10,000) — 130,000 130,000 BSA — 2018 plan Dec. 14, 2018 6.07 116,000 — — — 116,000 77,334 BSA — 2019 plan June 28, 2019 2.20 10,000 — — — 10,000 10,000 BSA 2019 Bis March 9, 2020 3.68 — 10,000 — — 10,000 — BSA 2019 Ter March 9, 2020 3.68 — 36,000 — — 36,000 — Total BSA 266,000 46,000 (10,000) — 302,000 217,334 Total 274,800 46,000 (10,000) — 310,800 226,134 The change in BSPCE and BSA share warrants over 2020 can be broken down as follows: ● the issuance of 10,000 new 2019 Bis BSAs allocated to Jeremy Goldberg, a member of JPG Healthcare LLC; ● the issuance of 36,000 new 2019 Ter BSAs allocated to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company; and ● the exercise of 10,000 BSA 2017 by Karen Aïach (former administrator). At December 31, 2020, a total of 88 BSPCEs (or 8,800 shares) and 302,000 BSAs were outstanding, which corresponds to a total of 310,800 shares, the maximum number of shares to be issued when all related conditions are met. 10.4. Bonus share award plans At January 1, 2022, two free share award plans were outstanding: AGA 2021 and AGA 2021-bis. On December 8, 2022, the Company decided to establish a new free share award plan. The main characteristics are described in the table below: AGA 2021 AGA 2021-bis AGA 2022 Decision of issuance by the Board of Directors 04/16/2021 12/08/2021 12/08/2022 Grant date 04/16/2021 12/08/2021 12/08/2022 Beneficiary Employees Employees Employees Vesting period (year) 3 3 1 Holding period (year) — — 1 Service condition Yes Yes Yes Performance condition Partially (1) Partially (1) No Number of AGA granted 466,000 123,000 373,000 Number of shares per AGA 1 1 1 Valuation method used Dual (1) Dual (1) Dual (1) Fair value per AGA at grant date [9.8 – 11.3] (1) [11.4 – 12.2] (1) 4.18 Expected volatility 64 % 64 % N/A Average life (years) 3 2.3 N/A Risk-free rate 0.60 % 0.60 % N/A Expected dividends — — – Stock price reference N/A N/A N/A Non-transferable discount N/A N/A N/A (1) AGA 2021-1 and AGA 2021-bis plans are partially composed of AGAs subject to a market performance condition. AGAs 2022 aren’t subject to a market performance condition. Accordingly, AGAs not subject to performance conditions are valued on the basis of the share price less future dividends, discounted at the risk-free rate. AGAs subject to performance conditions are valued using the same method, adjusted by a discount applied to reflect the performance condition. This discount is determined using the “Monte Carlo” analysis. The fair value at the grant date is different depending on whether the AGAs are subject to market performance conditions. Bonus share movements (in number of shares issuable upon exercise) Stock price Outstanding Outstanding Number of at grant date at January 1, at December 31, shares Type Grant date (in euros) 2022 Issued vesting Forfeited 2022 exercisable AGA — 2021‑1 plan 04/16/21 11.30 448,000 — — (107,200) 340,800 — AGA — 2021‑bis plan 12/08/21 12.20 123,000 — — (46,200) 76,800 — AGA —2022 plan 12/08/22 4.18 — 373,000 — — 373,000 — Total AGA 571,000 373,000 — (153,400) 790,600 — During 2022, the change in AGA bonus shares over the period can be broken down as follows: - New free share award plan AGA 2022 granted 373,000 shares; - The cancellation of 107,200 shares of AGA 2021-1 plan that have forfeited following the departure of employees ( 22,000 shares) and the recruitments conditions that haven’t been reached ( 85,200 shares The accounting impacts of not meeting these conditions are described in Note 17.1 - Payroll costs and workforce; and - The cancellation of 46,200 shares of AGA 2021-bis plan that have forfeited following the departure of employees ( 27,000 shares) and the recruitments conditions that have not been reached ( 19,200 shares). At December 31, 2022, 790,600 AGAs were outstanding. Share based payments expense totaled €1,452 thousand for the year ended December 31, 2022 (compared to €1,231 thousand for the year ended December 31, 2021 and €920 thousand for the year ended December 31, 2020) and were recognized in personnel costs (see Note 17.1 - Personnel costs and headcount). Stock price Outstanding at grant Outstanding at Number of date at January 1, December 31, shares Type Grant date (in euros) 2021 Issued vesting Forfeited 2021 exercisable AGA — 2019‑1 plan 08/28/19 2.00 29,100 — (29,100) — — — AGA — 2021‑1 plan 04/16/21 11.30 — 466,000 — (18,000) 448,000 — AGA —2021‑bis plan 08/12/21 12.20 — 123,000 — — 123,000 — Total AGA 29,100 589,000 (29,100) (18,000) 571,000 — During 2021, the change in AGA bonus shares over the period can be broken down as follows: ● The allocation of two new plans AGA 2021-1 and AGA 2021-bis to employees of the Company for a total of 589,000 potential new shares; ● The definitive vesting of 29,100 AGA 2019-1. As a result, 29,100 new shares were issued; and ● The cancellation of a total of 18,000 AGA 2021-1 that have forfeited following the departure of employees. The 2021-1 and 2021-bis AGAs are exercisable with a condition of presence, combined for half of them with certain performance conditions, at the end of a vesting period expiring on the date of the Board of Directors’ meeting planned to approve the Company’s financial statements for the year ending December 31, 2023 and will be exercisable no later than March 31, 2034. Stock price at grant Outstanding Outstanding Number of date at January 1, at December 31, shares Type Grant date (in euros) 2020 Issued vesting Forfeited 2020 exercisable AGA — 2018-2 plan January 26, 2018 5.76 63,300 — (63,300) — — — AGA — 2018-3 plan December 14, 2018 6.28 227,250 — (227,250) — — — AGA — 2019-1 plan June 28, 2019 2.00 37,500 — — (8,400) 29,100 — AGA — 2019-2 plan June 28, 2019 2.00 228,000 — (227,000) (1,000) — — Total AGA 556,050 — (517,550) (9,400) 29,100 — During 2020, the change in AGA bonus shares over the period can be broken down as follows: ● The definitive vesting of 63,300 AGA 2018-2, 227,000 AGA 2019-2 and 227,250 AGA 2018-3. As a result, 517,550 new shares were issued; and ● The cancellation of a total of 8,400 AGA 2019-1 AGA and 1,000 AGA 2019-2 that have forfeited following the departure of employees. |