Shareholders' Equity | Note 10. Shareholders’ Equity 10.1. The share capital is set at €386 thousand at December 31, 2020 divided into 38,630,261 fully authorized, subscribed and paid‑up shares with a nominal value of €0.01. Changes in share capital during the years ended December 31, 2018, 2019 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 , 2018 164,445 44,991,815 16,444,477 0.01 01/26/2018 Capital increase by issuance of ordinary shares - Exercise of 1,803 BSPCE by Company employees 1,803 106,384 180,300 0.01 04/17/2018 Capital increase by issuance of ordinary shares – Company’s private placement 55,725 35,441,100 5,572,500 0.01 04/17/2018 Transaction costs related to the Company’s private placement — (3,079,174) — — 04/18/2018 Capital increase by issuance of ordinary shares – Vesting of AGA by Company employees 600 — 60,000 0.01 Balance as of January 1 st , 2019 222,573 77,460,125 22,257,277 0.01 01/23/2019 Capital increase by issuance of ordinary shares — Exercise of 274 BSPCE by Company employees 274 17,693 27,400 0.01 01/26/2019 Capital increase by issuance of ordinary shares — Vesting of AGA by Company employees (AGA 2018 ‑ 1) 100 — 10,000 0.01 04/18/2019 Capital increase by issuance of ordinary shares — Vesting of AGA by Company employees (AGA 2017 ‑ 1) 775 — 77,500 0.01 09/20/2019 Capital increase by issuance of ordinary shares — Company’s private placement 41,600 8,236,798 4,159,999 0.01 09/20/2019 Transaction costs related to the Company’s private placement — (312,294) — — 10/02/2019 Capital increase by issuance of ordinary shares — Company’s private placement 3,139 621,593 313,936 0.01 10/02/2019 Transaction costs related to the Company’s private placement — (12,023) — — 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 AGA 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 AGA 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 – exercise of 10,000 BSA by Karen Aïach, former administrator (BSA 2017) 100 66,650 10,000 0.01 12/14/2020 Capital increase by issuance of ordinary shares – Vesting of AGA 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 During the three periods presented, the main impacts on the share capital relate to the following events: - USD 107.7 million initial public offering on the Nasdaq Global Market in July 2020 See note 1.2 Significant events of 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, 18 2020; - Capital increase of €14.7 million reserved for a category of investors in February 2020 See note 1.2 Significant events of 2020 - Capital increases for a total amount of €8.9 million subscribed by Americans and Europeans investors in September and October 2019 On September 20, 2019 and On October 2, 2019, Inventiva completed two capital increases subscribed by New Enterprise Associates (NEA), as well as BVF Partners L.P., Sofinnova Partners and Novo Holdings A/S, three of the Company's existing shareholders. The settlement-delivery of the new shares took place successfully on September 20, 2019 and on October 2, 2019. The gross proceeds of the transaction were €8.9 million and were mainly dedicated to the research and development activities of the Company, including the development of the Company's product candidates, in particular lanifibranor and odiparcil. The new shares are assimilated to the existing shares of the Company and are admitted to trading on Euronext Paris. As part of the capital increase, the Company incurred transaction costs of €0.3 million in 2019, comprising compensation to financial intermediaries and legal and administrative fees. The costs are recognized as a deduction from additional paid-in capital within equity. - Capital increase of €32.4 million by way of a private placement for a category of investors in April 2018 On April 17, 2018, Inventiva completed a capital increase without pre-emptive subscription rights for a category of beneficiaries. The settlement-delivery of the new shares took place on April 17, 2018. The new shares are assimilated to the existing shares of the Company and are admitted to trading on Euronext Paris. As part of the capital increase, the Company incurred transaction costs of €3.1 million in 2018, comprising compensation to financial intermediaries and legal and administrative fees. The costs are recognized as a deduction from additional paid-in capital within equity. 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. On January 19, 2018, the Company entered into a new liquidity agreement with the investment service provider 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 Chevreux was extended for a new period of 12 months from January 1, 2021. At December 31, 2018, 2019 and 2020, 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 period, were accounted for as a deduction from equity. Consequently, these transactions had no impact on the Company’s results. 10.3. 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 €0.534; · 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; 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 Heatlhcare LLC, service providers of Inventiva, with a subscription price set at €0.29. Characteristics of BSPCE share warrants plans At December 31, 2020, 88 BSPCE share warrants were outstanding. Each BSPCE share warrant corresponds to 100 shares. They are exercisable until December 31, 2023, after which date they will be forfeited. BSPCE 2013-1 Decision of issuance by the Board of Directors 11/25/2013 Grant date 12/13/2013 Beneficiary Employees Number of BSPCE granted 9,027 Expiration date 12/31/2023 Number of shares per BSPCE 100 BSPCE exercise price (€) 58.50 Characteristics of BSA share warrant plans At January 1, 2020, three BSA share warrant plans were outstanding: BSA 2017, BSA 2018 and BSA 2019. BSA BSA BSA BSA 2017 2018-1 BSA 2019 2019 bis 2019 ter Decision of issuance by the Board of Directors 05/29/2017 12/14/2018 06/28/2019 03/09/2020 03/09/2020 Grant date 05/29/2017 12/14/2018 06/28/2019 03/09/2020 03/09/2020 Beneficiary Directors 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 Expiration date 05/29/2027 12/14/2028 06/28/2029 03/09/2030 03/09/2030 Number of BSA granted 195,000 126,000 10,000 10,000 36,000 Number of shares per BSA 1 1 1 1 1 Subscription premium price per share (€) 0.534 0.48 0.18 0.29 0.29 Exercise price per share (€) 6.675 6.067 2.20 3.68 3.68 Performance condition No No No No No Valuation method Black and Scholes Fair value per BSA at grant date (€) 2.47 1.98 0.48 0.90 0.90 Expected volatility 40 % 40 % 40 % 40 % 40 % Average life (years) 6 6 5.5 6 6 Risk free rate 0.22 % 0.30 % 0.33 % 0.0 % 0.0 % Expected dividends — — — — — 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) 2020 Issued Exercised Forfeited 2020 exercisable BSPCE — 2013 plan December 13, 2013 0.59 8,800 — — — 8,800 8,800 Total BSPCE 8,800 — — — 8,800 8,800 BSA — 2017 plan May 29, 2017 6.68 140,000 — (10,000) — 130,000 130,000 BSA — 2018 plan December 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 issue of 10,000 new 2019 Bis BSAs allocated to Jeremy Goldberg, a member of JPG Healthcare LLC, · the issue of 36,000 new 2019 Ter BSAs allocated to David Nikodem, a member of Sapidus Consulting Group LLC, a service provide to the Company. · 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 that can be issued during the exercise. Share-based payments expense totaled €18 thousand at December 31, 2020 (compared to €227 thousand at December 31, 2019 and €184 thousand at December 31, 2018) and were recognized in personnel costs (see Note 18.1, “Personnel costs and headcount”). Exercise Outstanding Outstanding Number of price at January 1, at December 31, shares Type Grant date (in euros) 2019 Issued Exercised Forfeited 2019 exercisable BSPCE — 2015 plan May 25, 2015 0.67 22,800 — (22,800) — — — BSPCE — 2013 plan December 13, 2013 0.59 13,400 — (4,600) — 8,800 8,800 Total BSPCE 36,200 — (27,400) — 8,800 8,800 BSA — 2017 plan May 29, 2017 6.67 175,000 — — (35,000) 140,000 120,000 BSA — 2018 plan December 14, 2018 6.07 126,000 — — (10,000) 116,000 38,667 BSA — 2019 plan June 28, 2019 2.20 — 10,000 — — 10,000 — Total BSA 301,000 10,000 — (45,000) 266,000 158,667 Total stock options 337,200 10,000 (27,400) (45,000) 274,800 167,467 The change in BSPCE and BSA share warrants over 2019 can be broken down as follows: · the exercise of 274 BSPCE share warrants by Company employees on January 23, 2019, whereupon 27,400 new shares were issued; · the cancellation of 35,000 BSA 2017 share warrants allocated to two corporate officers, which were forfeited following the end of their offices at the Annual General Meeting of May 27, 2019; · the cancellation of 10,000 BSA 2018 share warrants allocated to JPG Healthcare, which were forfeited; and · the issue of 10,000 new 2019 BSAs allocated to David Nikodem, a member of Sapidus Consulting Group LLC, a service provide to the Company. As of December 31, 2019, a total of 88 BSPCE (or 8,800 shares) and 266,000 BSA were outstanding. Exercise Outstanding Outstanding Number of price at January 1, at December 31, shares Type Grant date (in euros) 2018 Issued Exercised Forfeited 2018 exercisable BSPCE—2015 plan May 25, 2015 0.67 54,700 — (31,900) — 22,800 22,800 BSPCE—2013 plan December 13, 2013 0.59 161,800 — (148,400) — 13,400 13,400 Total BSPCE 216,500 — 180,300 — 36,200 36,200 BSA—2017 plan May 29, 2017 6.67 195,000 — — (20,000) 175,000 65,000 BSA—2018 plan December 14, 2018 6.067 — 126,000 — — 126,000 — Total BSA 195,000 126,000 — (20,000) 301,000 65,000 Total stock options 411,500 126,000 (180,300) (20,000) 337,200 101,200 The change in BSPCE and BSA share warrants over 2018 can be broken down as follows: - the exercise of 1,803 BSPCE share warrants by Company employees between January 5 and January 20, 2018, whereupon 180,300 new shares were issued; - the cancellation of 20,000 BSA 2017 share warrants allocated to one of the corporate officers which were forfeited following their departure; and - the issue of 126,000 new BSA 2018 share warrants allocated to three of the Company’s external advisers. As of December 31, 2018, a total of 362 BSPCE (or 36,200 shares) and 301,000 BSA were outstanding. 10.4. At January 1, 2020, four AGA free share award plans, two AGA 2018 plans and two AGA 2019 plans were in effect. No bonus share award plan has been attributed in the year ended December 31, 2020. Characteristics of AGA bonus share award plans AGA AGA AGA AGA AGA AGA 2017-1 2018-1 2018-2 2018-3 2019-1 2019-2 Decision of issuance by the Board of Directors 04/18/2017 01/26/2018 01/26/2018 12/14/2018 06/28/2019 06/28/2019 Grant date 04/18/2017 01/26/2018 01/26/2018 12/14/2018 06/28/2019 06/28/2019 Beneficiary Employees Employees Employees Employees Employees Employees Vesting period (year) 2 1 2 2 2 1 Holding period (year) 1 1 1 1 1 1 Service condition Yes Yes Yes Yes Yes Yes Performance condition No No No No No No Number of AGA granted 92,300 10,000 65,700 265,700 37,500 246,000 Number of shares per AGA 1 1 1 1 1 1 Fair value per share at grant date (€) 7.04 5.54 5.54 6.05 1.92 1.92 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) 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. At December 31, 2020, a total of 29,100 AGA free shares were outstanding. AGA 2019-1 bonus shares are exercisable from June 28, 2021 to no later than June 28, 2022, subject to continued employment. Share-based payments expense totaled €920 thousand at December 31, 2020 (€1,180 thousand at December 31, 2019 and €649 thousand at December 31, 2018) and were recognized in personnel costs (see Note 18.1, “Personnel costs and headcount”). Stock price Outstanding Outstanding Number of at grant date at January 1, at December 31, shares Type Grant date (in euros) 2019 Issued Vesting Forfeited 2019 exercisable AGA — 2017-1 plan April 18, 2017 7.35 77,500 — (77,500) — — — AGA — 2018-1 plan January 26, 2018 5.76 10,000 — (10,000) — — — AGA — 2018-2 plan January 26, 2018 5.76 65,700 — — (2,400) 63,300 — AGA — 2018-3 plan December 14, 2018 6.28 265,700 — — (38,450) 227,250 — AGA — 2019-1 plan June 28, 2019 2.00 — 37,500 — — 37,500 — AGA — 2019-2 plan June 28, 2019 2.00 — 246,000 — (18,000) 228,000 — Total AGA 418,900 283,500 (87,500) (58,850) 556,050 — During 2019, the change in AGA bonus shares over the period can be broken down as follows: · Two new share plans for Company employees involving a total of 283,500 potential new shares. · Final allotment of 10,000 AGA 2018-1 bonus shares on January 26, 2019 and 77,500 AGA 2017-1 bonus shares on April 18, 2019, whereupon 87,500 new shares were issued. · Cancellation of 58,850 AGA bonus shares which were forfeited during the period: 10,850 AGA 2018-3 warrants as part of the redundancy plan for the period, 2,400 AGA 2018-3 bonus shares refused by an employee, and 45,600 AGA bonus shares bonus (of which 2,400 AGA 2018-2 bonus shares, 25,200 AGA 2018-3 bonus shares and 18,000 AGA 2019-2 bonus shares) as a result of voluntary departures. AGA 2019-1 bonus shares are exercisable from June 28, 2021 to no later than June 28, 2022, subject to continued employment. AGA 2019-2 bonus shares are exercisable from June 28, 2020 to no later than June 28, 2021, subject to continued employment. At December 31, 2019, a total of 556,050 AGA bonus shares were outstanding. Stock price Outstanding Outstanding Number of at grant date at January 1, at December 31, shares Type Grant date (in euros) 2018 Issued Vesting Forfeited 2018 exercisable AGA—2017 ‑ 1 plan April 18, 2017 7.35 79,900 — — (2,400) 77,500 — AGA—2017 ‑ 2 plan April 18, 2017 7.35 60,000 — (60,000) — — — AGA—2018 ‑ 1 plan January 26, 2018 5.76 — 10,000 — — 10,000 — AGA—2018 ‑ 2 plan January 26, 2018 5.76 — 65,700 — — 65,700 — AGA—2018 ‑ 3 plan December 14, 2018 6.28 — 265,700 — — 265,700 — Total AGA 139,900 341,400 (60,000) (2,400) 418,900 — At December 31, 2018, a total of 418,900 AGA bonus shares were outstanding. |