Form SCHEDULE 13G/A Inventiva S.A. Filed by: Sofinnova Crossover I
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)*
|
Inventiva, S.A. (Name of Issuer) |
Ordinary Shares, nominal value EUR0.01 per share (Title of Class of Securities) |
46124U107 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Sofinnova Crossover I SLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,332,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: Sofinnova Partners SAS, a French corporation ("SP SAS"), the management company of Sofinnova Crossover I SLP ("SC"), may be deemed to have sole voting power, and Antoine Papiernik ("Papiernik"), Cedric Moreau ("Moreau"), Kinam Hong ("Hong"), Joseph Anderson ("Anderson") and Jacques Theurillat ("Theurillat"), the members of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, Moreau, Hong, Anderson and Theurillat the members of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 8,433,227 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 12,332,804 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Sofinnova Crossover II SLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,753,246.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of Sofinnova Crossover II SLP ("SC II"), may be deemed to have sole voting power, and Papiernik, Moreau, Hong, and Anderson, the members of the investment committee of SC II, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC II, may be deemed to have sole power to dispose of these shares, and Papiernik, Moreau, Hong and Anderson, the members of the investment committee of SC II, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 6,753,246 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 6,753,246 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Sofinnova Partners SAS, a French corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,086,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC and SC II, may be deemed to have sole voting power, and the members of the respective investment committees of SC and SC II, may be deemed to have shared power to vote their respective shares.
Note to Items 7 and 8: SP SAS, the management company of SC and SC II, may be deemed to have sole power to dispose of these shares, and the members of the respective investment committees of SC and SC II, may be deemed to have shared power to dispose of their respective shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 15,186,473 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 19,086,050 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Antoine Papiernik | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,086,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC and SC II, may be deemed to have sole voting power, and Papiernik, a member of the investment committee of SC and SC II, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC and SC II, may be deemed to have sole power to dispose of these shares, and Papiernik, a member of the investment committee of SC and SC II, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 15,186,473 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 19,086,050 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Cedric Moreau | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,086,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC and SC II, may be deemed to have sole voting power, and Moreau, a member of the investment committee of SC and SC II, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC and SC II, may be deemed to have sole power to dispose of these shares, and Moreau, a member of the investment committee of SC and SC II, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 15,186,473 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 19,086,050 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Kinam Hong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,086,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC and SC II, may be deemed to have sole voting power, and Hong, a member of the investment committee of SC and SC II, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC and SC II, may be deemed to have sole power to dispose of these shares, and Hong, a member of the investment committee of SC and SC II, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 15,186,473 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 19,086,050 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Joseph Anderson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,086,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC and SC II, may be deemed to have sole voting power, and Anderson, a member of the investment committee of SC and SC II, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC and SC II, may be deemed to have sole power to dispose of these shares, and Anderson, a member of the investment committee of SC and SC II, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 15,186,473 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 19,086,050 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| CUSIP No. | 46124U107 |
| 1 | Names of Reporting Persons
Jacques Theurillat | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,332,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and Theurillat, a member of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Theurillat, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 6, 8, 9, and 11: The Reporting Person beneficially owns 8,433,227 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 12,332,804 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 221,065,508 voting rights outstanding as of January 31, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Inventiva, S.A. | |
| (b) | Address of issuer's principal executive offices:
50 rue de Dijon Daix, I0, 21121 | |
| Item 2. | ||
| (a) | Name of person filing:
The persons and entities filing this Schedule 13G are Sofinnova Crossover I SLP ("SC"), Sofinnova Crossover II SLP ("SC II"), Sofinnova Partners SAS ("SP SAS"), and Antoine Papiernik ("Papiernik"), Cedric Moreau ("Moreau), Kinam Hong ("Hong"), and Joseph Anderson ("Anderson"), the members of the investment committee of SC II , and Jacques Theurillat ("Theurillat"), together with Papiernik, Moreau, Hong, and Anderson the members of the investment committee of SC (together with SC, SC II, and SP SAS, the "Filing Persons"). SP SAS is the management company of SC and SC II. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Filing Persons is Sofinnova Partners SAS, 7-11 boulevard Hausmann 75009 Paris, France. | |
| (c) | Citizenship:
SC and SC II are French Partnerships. SP SAS is a French Corporation. Papiernik and Moreau are French citizens. Hong is a U.S. citizen. Anderson is a British citizen. Theurillat is a Swiss citizen. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value EUR0.01 per share | |
| (e) | CUSIP No.:
46124U107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each of the Filing Persons. The filing of this Schedule 13G shall not be construed as an admission by Papiernik, Moreau, Hong, Anderson and Theurillat that such person is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
See Row 11 of the cover page for each of the Filing Persons. Ownership is stated as of December 31, 2025 and the ownership percentages are based on 206,407,475 shares outstanding as of, January 31, 2026 as disclosed by Inventiva S.A. on its website in accordance with article 223-16 of the general regulations of the AMF (French Financial Markets Authority). Voting right percentage is based on 221,065,508 outstanding voting rights as of January 31, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |
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