Inventiva：美股招股说明书

38,961,038 American Depositary Shares representing Ordinary Shares We are offering 38,961,038 American Depositary Shares, or ADSs, each representing one ordinaryshare, nominal value €0.01 per share, pursuant to this prospectus supplement and the accompanyingprospectus. The public offering price for each ADS is $3.85. Our ordinary shares are traded on the regulated market of Euronext Paris under the symbol “IVA.” OnNovember 12, 2025, the last reported sale price of the ordinary shares on Euronext Paris was €3.345 perordinary share. ADSs representing our ordinary shares are listed on the Nasdaq Global Market under thesymbol “IVA.” On November12, 2025, the last reported sale price of the ADSs on Nasdaq Global Marketwas $4.05 per ADS. We are an “emerging growth company” and a “foreign private issuer” as those terms are defined underU.S. federal securities laws and, as such, have elected to comply with certain reduced public companyreporting requirements for this prospectus supplement and future filings. See “Prospectus SupplementSummary — Implications of Being an Emerging Growth Company” and “— Implications of Being aForeign Private Issuer.” Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities,you should consider carefully the risks that we have described on pageS-6of this prospectus supplement underthe caption “Risk Factors” as well as those contained in the other documents that are incorporated by referenceinto this prospectus supplement or the accompanying prospectus. Neither the Securities and Exchange Commission nor any U.S. state or other securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for additional details regarding underwriter compensation. We have granted the underwriters an option to purchase up to 5,844,155 of ADSs from us at the publicoffering price, less underwriting commissions, within 30days from the date of the underwriting agreement. The underwriters expect to deliver the securities to purchasers on or about November17, 2025, whichis the second business day following the trade date of the ADSs (this settlement cycle being referred to as“T+2”). Under Rule15c6-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act,trades in the secondary market generally are required to settle in one business day unless the parties to anysuch trade expressly agree otherwise. Accordingly, purchasers who wish to trade the ADSs prior to thebusiness day preceding the date of delivery will be required, by virtue of the fact that the ADSs initially willsettle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failedsettlement and should consult their own advisors. Joint Book-Running Managers Leerink Partners Piper Sandler The date of this prospectus supplement is November 12, 2025. TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-15CAPITALIZATIONS-16DILUTIONS-18DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-19MATERIAL U.S. FEDERAL INCOME AND FRENCH TAX CONSIDERATIONSS-20UNDERWRITINGS-29MATERIAL CHANGESS-38ENFORCEMENT OF CIVIL LIABILITIESS-38LEGAL MATTERSS-39EXPERTSS-39WHERE YOU CAN FIND MORE INFORMATIONS-40INCORPORATION OF DOCUMENTS BY REFERENCES-41EXPENSESS-42ProspectusABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS9OFFER STATISTICS AND EXPECTED TIMETABLE11CAPITALIZATION12OFFER AND LISTING DETAILS13USE OF PROCEEDS14PLAN OF DISTRIBUTION15DESCRIPTION OF SHARE CAPITAL16LIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANY39DESCRIPTION OF AMERICAN DEPOSITARY SHARES41DESCRIPTION OF WARRANTS49TAXATION50LEGAL MATTERS51EXPERTS51ENFORCEMENT OF CIVIL LIABILITIES52WHERE YOU CAN FIND MORE INFORMATION53INCORPORATION OF DOCUMENTS BY REFERENCE54EXPENSES ASSOCIATED WITH REGISTRATION55 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus is part of a registration statement onForm F-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”registration process. This prospectus supplement describes the specific terms of this offering and also addsto and updates the information contained in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. The accompanyingprospectus gives more general information, some of which may not apply to this offering. If there is adifference between the information contained in this prospectus supplement and the information containedin the accompanying prospectus or any document incorporated by refe