Inventiva SA ADR 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section 12(b) of the Act. Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report. Ordinary shares:95,662,391shares outstanding as of December 31, 2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growthcompany☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☐ International Financial Reporting Standardsas issued by the International Accounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐Yes☒No TABLE OF CONTENTS PageINTRODUCTION1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PART I5Item 1.Identity of Directors, Senior Management and Advisers5Item 2.Offer Statistics and Expected Timetable5Item 3.Key Information5Item 4.Information on the Company.71Item 4A.Unresolved Staff Comments.93Item 5.Operating and Financial Review and Prospects.93Item 6.Directors, Senior Management and Employees.106Item 7.Major Shareholders and Related Party Transactions.123Item 8.Financial Information.132Item 9.The Offer and Listing.132Item 10.Additional Information.133Item 11.Quantitative and Qualitative Disclosures About Market Risk.146Item 12.Description of Securities Other than Equity Securities.149PART II152Item 13.Defaults, Dividend Arrearages and Delinquencies.152Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds.152Item 15.Controls and Procedures.152Item 16.[RESERVED]153Item 16A.Audit Committee Financial Expert.153Item 16B.Code of Business Conduct and Ethics.153Item 16C.Principal Accountant Fees and Services.153Item 16D.Exemptions from the Listing Standards for Audit Committees.154Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers.154Item 16F.Change in Registrant’s Certifying Accountant.154Item 16G.Cor