Valneva SE ADR美股招股说明书(2026-06-16版)

31,609,140Ordinary SharesAmerican Depositary Shares representing Ordinary Shares This prospectus relates to the offer and resale from time to time by the selling securityholders identified in this prospectus, or theselling securityholders, of up 31,609,140 ordinary shares, nominal value €0.15 per share (the “Resale Shares”) of Valneva SE, or theCompany, which may be represented by American Depositary Shares, or ADSs. These Resale Shares consist of (i) up to 15,715,323issued and outstanding ordinary shares, and (ii) up to 15,893,817 ordinary shares (the “ABSA Warrant Shares”) issuable upon theexercise of warrants to purchase ordinary shares (the “ABSA Warrants”). The selling securityholders acquired the Resale Shares, or thesecurities giving rights to the Resale Shares, pursuant to the securities purchase agreement dated April 29, 2026 by and between theCompany and the selling securityholders (the “Securities Purchase Agreement”). We are registering the offer and sale of the Resale Shares by the selling securityholders to satisfy our obligations to thempursuant to a registration rights agreement dated April 29, 2026 (the “Registration Rights Agreement”) by and among the Companyand the selling securityholders. We will not receive any proceeds from the sale of the Resale Shares by the selling securityholders. The selling securityholders may, from time to time, offer, sell, transfer or otherwise dispose of any or all of the Resale Sharesdescribed in this prospectus from time to time through public or private transactions. These transactions may be at prevailing marketprices at the time of sale, at prices related to the prevailing market price or at negotiated prices. The selling securityholders will bearall underwriting fees, commissions and discounts, if any, attributable to the sales of Resale Shares and any transfer taxes We will bearall other costs, expenses and fees in connection with the registration of the Resale Shares. See “Plan of Distribution” for moreinformation about how the selling securityholders may sell or dispose of their Resale Shares. Our ADSs are listed on the Nasdaq Global Select Market under the symbol “VALN.” On June 15, 2026, the last reported saleprice of the ADSs on the Nasdaq Global Select Market was $5.39 per ADS. Our ordinary shares are listed on the regulated market ofEuronext in Paris under the symbol “VLA.” On June 15, 2026, the closing price of our ordinary shares on the regulated market ofEuronext in Paris was € 2.292 per ordinary share. Each ADS represents two ordinary shares. Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you shouldconsider carefully the risks that we have described on page 6 of this prospectus under the caption “Risk Factors” and underthe caption “Risk Factors” in our most recent Annual Report on Form 20-F, any related free writing prospectus we haveauthorized for use in connection with a specific offering and any documents incorporated by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecommon shares or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is June 16, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATIONSELLING SECURITYHOLDERSTAXATIONLEGAL MATTERSEXPERTSMATERIAL CHANGESSERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIESWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCEEXPENSES ASSOCIATED WITH REGISTRATION ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission (the“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, certain selling securityholders may from time totime sell our ordinary shares, ordinary shares in the form of ADSs or any combination thereof described in this prospectus in one ormore offerings or otherwise as described under “Plan of Distribution.” This prospectus only provides you with a general description ofthe securities we may offer. For investors outside the United States: Neither we nor the selling securityholders have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of the common shares and the distribution of this prospectus outside the United States. This prospectus may be supplemented from time to time by one or more prospectus supplements. Such pro