DBV Technologies SA ADR美股招股说明书(2025-09-05版)

Up to $150,000,000 of Ordinary Shares American Depositary Shares We have entered into a sales agreement, or the Sales Agreement, with Citizens JMP Securities, LLC or Citizens, relating to the sale of AmericanDepositary Shares, or ADSs, each ADS representing five ordinary shares, nominal value €0.10 per share, offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement we may offer and sell ADSs having anaggregate offering price of up to $150,000,000 from time to time through Citizens, acting as sales agent. Our ordinary shares in the form of ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “DBVT.” On September 2, 2025, the lastreported sale price of the ADSs on Nasdaq was $9.18 per ADS. Our ordinary shares are traded on the regulated market of Euronext in Paris, or Euronext Paris,under the symbol “DBV.” On September 2, 2025, the last reported sale price of our ordinary shares on Euronext Paris was €1.534 per share. Sales of our ADSs, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4)promulgated under the Securities Act of 1933, as amended, or the Securities Act, from time to time. Citizens is not required to sell any specific number or dollaramount of securities, but will act as sales agent and has agreed to use commercially reasonable efforts to arrange on our behalf for the sale of all ADSs requestedto be sold by us, consistent with its normal sales practices, on mutually agreed terms between us and Citizens. There is no arrangement for funds to be receivedin any escrow, trust or similar arrangement. Citizens will be entitled to compensation under the terms of the Sales Agreement at a commission rate equal to 3.0% of the gross sales price per ADS soldunder the Sales Agreement. In connection with the sale of the ADSs on our behalf, Citizens will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of Citizens will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification andcontribution to Citizens with respect to certain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning on pageS-50of thisprospectus supplement for additional information regarding the compensation to be paid to Citizens. The net proceeds from any sales under this prospectus supplement will be used as described under the section entitled “Use of Proceeds.” The proceedswe receive from sales of our ADSs, if any, will depend on the number of ADSs actually sold and the offering price of such ADSs. Under the authority granted by our shareholders, pursuant to the 25th resolution adopted by the 2025 Annual Combined General Meeting ofShareholdersheld on June11, 2025, or the 2025 Annual General Meeting, the ADSs we are offering may only be purchased by: (i)natural person(s) or legalentity(ies), including companies, trusts, investment funds or other investment vehicle(s), regardless of their form, under French or foreign law, investing on aregular basis in the pharmaceutical, biotechnological or medical technology sector; and/or (ii)French or foreign companies, institutions or entities of any form,carrying out a significant portion of their business in the pharmaceutical or chemical sector or in the field of medical devices and/or technologies or research inthese areas. We are a “smaller reporting company” under the federal securities laws and, as such, are subject to reduced public company reporting requirements. See“Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-10of this prospectussupplement and on page 4 of the accompanying prospectus, and other similar headings in the other documents that areincorporated by reference into this prospectus supplement for risks and uncertainties you should consider before you makeyour investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Citizens Capital Markets The date of this prospectus supplement is September 5, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPRESENTATION OF FINANCIAL AND OTHER INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONDESCRIPTION OF SHARE CAPITAL ANDBY-LAWSDESCRIPTION OF AMERICAN DEPOSITARY SHARESLIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANYPLAN OF DISTRIBUTIONENFORCEMENT OF CIVIL LIABILITIESTAXATIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND