United States securities and exchange commission logo
May 7, 2020
Fr d ric Cren
Chief Executive Officer
Inventiva S.A.
50 rue de Dijon
21121 Daix France
Re: Inventiva S.A.
Draft Registration
Statement on Form F-1
Submitted April 10,
2020
CIK No. 0001766594
Dear Mr. Cren:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 filed on April 10, 2020
Cover Page
1. We note your disclosure
that the closing price of your ordinary shares on Euronext Paris
was ___ per ordinary
share. Additionally, we note your statements on page 200 that your
underwriters propose to
offer the shares at the offering price set forth on the cover page
but may change the
offering price and other selling terms if all the ADSs are not sold at
the offering price.
Therefore, it is not clear whether the closing price you intend to provide
will be a bona fide
price. Please clarify that you intend to sell the ADSs at the closing
price on the date
indicated or revise your cover page to provide a bona fide range.
Alternatively, you may
use the most recent home market trading price, converted to US
dollars at the most
recent exchange rate, assuming the U.S. IPO price will be substantially
Fr d ric Cren
Inventiva S.A.
May 7, 2020
Page 2
similar to the home market trading price.
Implications of Being a Foreign Private Issuer, page 7
2. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General and Administrative , page 86
3. We note your disclosure here on page 86 as well as on page 85 that
following the
application of IFRS 16 only rent that is exempt from IFRS 16 is
recognized as an expense.
Please revise the filing to explain the basis of this statement, and
tell us the accounting
literature relied upon. Clearly identify where the depreciation and
interest expense
recorded from lease transactions under IFRS 16 are reported on your
income statement.
Explain the extent to which such amounts are allocated to general and
administrative
expense or research and development expenses line items, and how
comparability is
affected.
Validating Collaboration, page 99
4. We note that you received a 3.5 million in 2019. Please file your drug
discovery
collaboration agreement with AbbVie as an exhibit to your filing, or
provide us with your
updated analysis as to why it need not be filed under Item 601 of
Regulation S-K.
You may contact Tara Harkins at 202-551-3639 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Paul Fischer at 202-551-3415 or Suzanne Hayes at 202-551-3675 with any
other
questions.
FirstName LastNameFr d ric Cren Sincerely,
Comapany NameInventiva S.A.
Division of
Corporation Finance
May 7, 2020 Page 2 Office of Life
Sciences
FirstName LastName