Shareholders' equity | Note 12. Shareholders’ equity 12.1. Share capital The share capital is set at €521,158.07 on December 31, 2023 divided into 52,115,807 fully authorized, subscribed and paid-up shares with a nominal value of €0.01. Changes in share capital during the years ended December 31, 2023, 2022 and 2021 are as follows: Premiums related to Number of Date Nature of the transactions Share capital share capital shares Nominal value Balance as of 31 December 2020 386,302 139,667,602 38,630,261 0.01 June 28, 2021 Capital increase by issuance of ordinary shares – Vesting of AGAs by Company employees (AGA 2019-1) 291 — 29,100 0.01 September 27, 2021 Capital increase by issuance of ordinary shares – (ATM) 20,833 25,556,803 2,083,334 0.01 January 10, 2021 Capital increase by issuance of ordinary shares – (ATM) 1,309 1,615,584 130,856 0.01 January 10, 2021 Transaction costs related to ATM — (1,768,424) — 0.01 Balance as of 31 December 2021 408,735 165,071,565 40,873,551 0.01 June 15, 2022 Capital increase by issue of ordinary shares – (ATM3) 12,606 9,353,504 1,260,618 0.01 June 15, 2022 Transaction costs related to ATM — (539,404) — — Balance as of 31 December 2022 421,341 173,885,665 42,134,169 0.01 August 30, 2023 August 2023 Share Issuance 96,186 30,491,082 9,618,638 0.01 August 30, 2023 Transaction costs related to the capital increase — (2,510,855) — — December 8, 2023 Vesting of bonus shares 3,630 (3,630) 363,000 0.01 Balance as of December 31, 2023 521,158 201,862,263 52,115,807 0.01 During the year ended December 2023, the main impact on share capital relates to the August 2023 Share Issuance consisting of the issuance of 9,618,638 newly issued ordinary shares with a nominal value of €0.01 per share, at a subscription price of €3.18 per share and aggregate gross proceeds of €30.6 million on August 31, 2023. The transaction costs amounted to €2.5 million. Settlement of the August 2023 Share Issuance occurred on September 5, 2023. This capital increase, for an aggregate net proceeds of €28.0 million, is detailed in Note 1.2 - Significant events of 2023. In December 2023, the bonus share award plan AGA 2022 was vested, increasing the share capital by €3,630. During the years ended December 31, 2022 and 2021, the main impacts on the share capital related to the following events: - Capital increase of €9.4 million (gross amount) 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. - 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 ; For more details on the operations of the fiscal year 2022 and 2021, please refer to Note 1.3 - Significant events of 2022 and 2021 Movements related to BSA share warrants plans and AGA bonus shares award plans are described in Note 12.3 - Share warrants plan Bonus share award plans 12.2. Liquidity agreement On January 19, 2018, the Company entered into a liquidity agreement with Kepler Cheuvreux, replacing the previous liquidity agreement with Oddo BHF. This agreement with Kepler Cheuvreux, as amended in 2019, automatically renews for 12-month periods unless terminated by either party. Under the terms of the agreement, the investment services provider (“ISP”) is authorized to buy and sell the Company’s treasury shares without interference from the Company in order to ensure the liquidity of the shares on the Euronext market. The liquidity agreement with Kepler Cheuvreux was extended for a new period of 12 months from January 1, 2023, and has been renewed again for a new period of 12 months from January 1, 2024. On December 31, 2023, 2022 and 2021, treasury shares acquired by the Company through its ISP, as well as the gains or losses resulting from share purchase, sale, issue and cancellation transactions during the years 2023,2022 and 2021, were accounted for as a deduction from equity. Consequently, these transactions had no impact on the Company’s results. 12.3. Share warrants plan Share-based payments correspond to: - BSPCE founder share warrants granted to Company employees in 2013 and 2015; - BSA share warrants granted to Company directors in 2017, with a subscription price set at €0.534 ; - 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 ; - BSA share warrants granted in 2020 to David Nikodem, a member of Sapidus Consulting Group LLC, and Jérémy Goldberg, a member of PG Healthcare LLC, both 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; - 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 ; - BSA share warrants granted in 2023 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €0.20 and an exercise price of €2.51 ; and - BSA share warrants granted in 2023 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €0.31 and an exercise price of €3.91 . Characteristics of BSPCE share warrant plans As of January 1, 2023, two BSPCE share warrant plans were outstanding: BSPCE 2013-1 and BSPCE 2021. The main characteristics of BSPCE plans are described in the following table: BSPCE 2013-1 BSPCE 2021 Decision of issuance by the Board of Directors 12/13/2013 04/16/2021 Grant date 12/13/2013 04/16/2021 Beneficiary 3 employees Executive Directors Number of BSPCE granted 9,027 600,000 Expiration date 12/13/2023 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. The BSPCE 2013-1 plan expired on December 13, 2023. All the outstanding BSPCEs 2013-1 at January 1, 2023 were forfeited. Characteristics of BSA share warrant plans As of December 31, 2023, eight BSA share warrant plans were outstanding compared to December 31, 2022, which six BSA share warrant plans were outstanding: BSA 2017, BSA 2018, BSA 2019, BSA 2019 bis, BSA 2019 ter, BSA 2021, BSA 2023 and BSA 2023–2. The main characteristics of BSA plans are described in the following table: BSA BSA BSA 2017 2018-1 BSA 2019 2019 Bis BSA 2019 ter BSA 2021 BSA 2023 BSA 2023-2 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 05/25/2023 12/15/2023 Grant date 05/29/2017 12/14/2018 06/28/2019 03/09/2020 03/09/2020 04/16/2021 05/25/2023 12/15/2023 Beneficiary Directors Service providers Service providers 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 2.9 years 2.3 years Expiration date 05/29/2027 12/14/2028 06/28/2029 03/09/2030 03/09/2030 03/31/2034 03/31/2036 03/31/2036 Number of BSA granted 195,000 126,000 10,000 10,000 36,000 50,000 10,000 20,000 Number of shares per BSA 1 1 1 1 1 1 1 1 Subscription premium price per share (€) 0.534 0.48 0.18 0.29 0.29 2.45 0.20 0.31 Exercise price per share (€) 6.675 6.067 2.20 3.68 3.68 11.74 2.51 3.91 Performance condition No No No No No Yes No No Valuation method Black and Scholes Black and Scholes Black and Scholes Black and Scholes Black and Scholes Monte Carlo Black and Scholes Black and Scholes Fair value per BSA at grant date (€) 2.47 1.98 0.48 0.90 0.90 [ 3.0 – 3.2 ] (1) 1.89 2.67 Expected volatility 40 % 40 % 40 % 40 % 40 % 64 % 65% 62% Average life (years) 6 6 5.5 6 6 5 6.5 6.2 Risk free rate 0.22 % 0.30 % 0.33 % 0.0 % 0.0 % 0.60 % 2.96% 2.65% Expected dividends — — — — — — — — (1) The fair value at grant date is different depending on whether the BSAs are subject to market performance conditions. On May 25, 2023, the Company granted David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, 10,000 BSAs under the new BSA 2023-1 share warrants. The BSAs under this plan have a subscription price set at €0.20 and an exercise price of €2.51. On December 15, 2023, the Company granted David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, 20,000 BSAs under the new BSA 2023-2 share warrants. The BSAs under this plan have a subscription price set at €0.31 and an exercise price of €3.91. Movements in BSPCE share warrants and BSA share warrants (in number of shares issuable upon exercise) Exercise Outstanding Outstanding Number of price at Jan 1, Forfeited / at December 31, exercisable Type Grant Date (in euros) 2023 Issued Exercised Lapsed 2023 shares BSPCE - Plan 2013 12/13/2013 0.59 8,800 — — (8,800) — — BSPCE - Plan 2021 04/16/2021 11.74 480,000 — — (50,000) 430,000 430,000 TOTAL BSPCE share warrants 488,800 — — (58,800) 430,000 430,000 BSA - Plan 2017 05/29/2017 6.67 130,000 — — — 130,000 130,000 BSA - Plan 2018 12/14/2018 6.07 116,000 — — — 116,000 116,000 BSA 2019 06/28/2019 2.20 10,000 — — — 10,000 10,000 BSA 2019 bis 03/09/2020 3.68 10,000 — — — 10,000 10,000 BSA 2019 ter 03/09/2020 3.68 36,000 — — — 36,000 36,000 BSA 2021 04/16/2021 11.74 16,000 — — (1,667) 14,333 — BSA 2023 05/25/2023 2.51 — 10,000 — — 10,000 — BSA 2023 - 2 12/15/2023 3.91 — 20,000 — — 20,000 — TOTAL BSA share warrants 318,000 30,000 — (1,667) 346,333 302,000 Total share warrants 806,800 30,000 — (60,467) 776,333 732,000 Over the year ended December 31, 2023, 20,000 BSPCEs 2021 and 1,667 BSAs 2021 were forfeited following the (partial) non-achievement of a non-market condition, 30,000 BSPCEs 2021 were forfeited following the (partial) non-achievement of a market condition and 8,800 BSPCEs 2013 following the expiration of the plan. On December 31, 2023, a total of 430,000 BSPCEs (or 430,000 shares) and 346,333 BSAs were outstanding, corresponding to a total of 776,333 shares, the maximum number of shares to be issued when all related conditions are met. Share based payment expense totalized €827 thousand for the year ended December 31, 2023 (compared to €765 thousand for the year ended December 31, 2022 and €859 thousand for the year ended December 31, 2021) and were recognized in personnel costs (see Note 20.1 - Personnel costs and headcount 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. On 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. 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 had 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. 12.4. Bonus share award plans As of December 31, 2023, five bonus share award plans were outstanding: AGA 2021-1, AGA 2021-bis, AGA 2022, AGA 2023, and AGA 2023-2. The Board of Directors decided on May 25, 2023 to grant 300,000 bonus shares awards to Pierre Broqua, as Deputy Chief Executive Officer and director of the Company, under the new AGA 2023-1 plan. The Board of Directors decided on December 15, 2023 to grant 760,000 bonus shares awards to employees under the new AGA 2023-2 plan. The main characteristics are described in the table below: AGA 2021 AGA 2021-bis AGA 2022 AGA 2023 AGA 2023-2 Decision of issuance by the Board of Directors 04/16/2021 12/08/2021 12/08/2022 05/25/2023 12/15/2023 Grant date 04/16/2021 12/08/2021 12/08/2022 05/25/2023 12/15/2023 Beneficiary Employees Employees Employees Executive Employees Vesting period (year) 3 3 1 4 1 Holding period (year) — — 1 4 1 Service condition Yes Yes Yes Yes Yes Performance condition Partially (1) Partially (1) No No No Number of AGA granted 466,000 123,000 373,000 300,000 760,000 Number of shares per AGA 1 1 1 1 1 Valuation method used Dual (1) Dual (1) 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 2.60 3.9 Expected volatility 64 % 64 % N/A N/A N/A Average life (years) 3 2.3 N/A N/A N/A Risk-free rate 0.60 % 0.60 % N/A N/A N/A Expected dividends — — – – – Stock price reference N/A N/A N/A N/A N/A Non-transferable discount N/A N/A 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, AGAs 2023-1 and AGAs 2023-2 are not 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. Movements in AGA bonus shares (in number of shares issuable upon exercise) Stock price Outstanding Outstanding at grant date at Jan 1, Forfeited / at December 31, Type Grant Date (in euros) 2023 Granted Vested Lapsed 2023 AGA - Plan 2021 - 1 04/16/2021 11.30 340,800 — — (43,201) 297,599 AGA - Plan 2021 - bis 12/08/2021 12.20 76,800 — — (11,585) 65,215 AGA 2022 12/08/2022 4.18 373,000 — (363,000) (10,000) — AGA 2023-1 05/25/2023 2.60 — 300,000 — — 300,000 AGA 2023-2 12/15/2023 3.90 — 760,000 — (12,000) 748,000 TOTAL free shares 790,600 1,060,000 (363,000) (76,786) 1,410,814 During 2023, the change in AGA bonus shares over the period can be broken down as follows: - - The decrease in AGA bonus shares over 2023 is due to: - 13,719 AGA 2021-1 and 3,035 AGA 2021-bis plans which were forfeited following the (partial) non-achievement of a non-market condition; - 20,550 AGA 2021-1 and 4,550 AGA 2021-bis which were forfeited following the (partial) non-achievement of a market condition; - Cancellation of 8,932 AGA 2021-1, 4,000 AGA 2021-bis, 10,000 AGA 2022 and 12,000 AGA 2023-2 following an employee departure; and - The definitive vesting of 363,000 AGA 2022. At December 31, 2023,a total of 1,410,814 AGA bonus shares were outstanding. Share-based compensation expense with respect to bonus shares award plans totaled €3,020 thousand for the year ended December 31, 2023, compared to€1,452 thousand for the year ended December 31, 2022 and €1,231 thousand for the year ended December 31, 2021. They are recognized in personnel costs (see Note 20.1 - Personnel costs and headcount Stock price Outstanding at grant Outstanding at date at January Forfeited/ December 31, Type Grant date (in euros) 1 , 2022 Issued Vested Lapsed 2022 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: - - 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 20.1 – Personnel costs and headcount - 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 20.1 – Personnel costs and headcount Stock price Outstanding at grant Outstanding at date at January 1, Forfeited / December 31, Type Grant date (in euros) 2021 Issued Vested Lapsed 2021 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 12/08/21 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. At December 31, 2021, 571,000 AGAs were outstanding 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. 12.5. Performance units plans The Board of Directors decided on 25 May 2023 to grant 300,000 performance units (“PAGUP 2023”) to Frederic Cren, Chief Executive Officer and chairman of the Board of Directors of the Company. The PAGUP is contingently cash settled. The most probable settlement is equity settled. Following the amendment to Article L. 225-197-1 II of the French Commercial Code, Frédéric Cren became eligible for AGAs instead of performance units. At the Board of Directors' meeting of March 25, 2024, it was decided to grant him 300,000 performance shares (AGA 2023-1) in place of his 300,000 performance units (PAGUP 2023). Reference Outstanding Outstanding Number of price at Jan 1, Forfeited / at December 31, exercisable Type Grant Date (in euros) 2023 Issued Exercised Lapsed 2023 shares PAGUP 2023 05/25/2023 2.60 — 300,000 — — 300,000 — TOTAL PAGUP — 300,000 — — 300,000 — The main characteristics of the PAGUP 2023 are: ● Decision of issuance by the Board of Directors and grant date: May 25, 2023 ● Beneficiary: Frederic Cren, as Chief Executive Officer, chairman of the Board of Directors of the Company and co-founder. ● Vesting and holding period (year): 4 ● Service condition: Yes ● Market Performance condition: No ● Number of performance unit granted: 300,000 ● Number of shares per performance unit: 1 ● Valuation method used: PAGUPs 2023 are valued on the basis of the share price less future dividends, discounted at the risk-free rate. ● Fair value per PAGUP 2023 at grant date: €2.60 The purpose of this plan is to provide Frédéric Cren, Chief Executive Officer and chairman of the Board of Directors of the Company, with a long-term incentive scheme under economically comparable conditions to those granted to Pierre Broqua, Deputy Chief Executive Officer and director of the Company, under the AGA 2023-1 plan. As of May 25, 2023, Frédéric Cren is not eligible for a free allotment of Company shares under Article L. 225-197-1 II of the French Commercial Code, as he holds more than 10% of the Company's share capital. However, if during the one-year period starting May 25, 2023, Frédéric Cren were to become eligible for a free allotment of shares on this basis, the Board of Directors undertakes to allot to the beneficiary, in substitution for the performance units, an equivalent number of bonus shares. The bonus shares that will replace the performance units will be governed by AGA Regulation 2023-1. Following the amendment to Article L. 225-197 II of the French Commercial Code, Frédéric Cren became eligible for AGAs, as only shares held directly by an employee or corporate officer for less than seven years are now included in the 10% threshold. Share - based compensation expense with respect to PAGUP totaled €122 thousand for December 31, 2023. They are recognized in personnel costs (see Note 20.1 - Personnel costs and headcount |