SCHEDULE: Baker Bros. Boosts DBV Technologies Stake to 9.99%

Baker Bros. Advisors and affiliated funds have increased their beneficial ownership in DBV Technologies S.A. to 9.99% following the exercise of warrants.

Summary

• Baker Bros. Advisors LP and its affiliates, including Julian C. Baker and Felix J. Baker, reported a 9.99% beneficial ownership stake in DBV Technologies S.A.
• This stake represents 25,586,190 Ordinary Shares.
• The beneficial ownership calculation is based on 254,000,000 Ordinary Shares outstanding as of January 12, 2026, plus additional shares from exercisable warrants.
• On January 12, 2026, funds 667, L.P. and Baker Brothers Life Sciences, L.P. exercised 2,299,656 and 25,005,240 BS Warrants, respectively.
• These BS Warrants were exercised at a strike price of EUR 1.5764, converting one-for-one into Second Pre-Funded Warrants.
• The Second Pre-Funded Warrants are exercisable for 1.75 Ordinary Shares each at an exercise price of EUR 0.0175, with an unpaid exercise price of EUR 0.01 per Ordinary Share.
• The BS Warrants were exercisable until January 15, 2026, following the publication that the VITESSE Phase 3 study met its primary endpoint.
• The Second Pre-Funded Warrants may be exercised until April 7, 2035.
• The Reporting Persons hold securities for investment purposes and may adjust their holdings or engage with management regarding financing or other strategic matters.

Sentiment

Score: 7

Explanation: The exercise of warrants following positive clinical trial results indicates a strong positive sentiment from a major investor. The long-term nature of the new warrants also suggests continued confidence. However, the beneficial ownership limitations and the expiration of some out-of-the-money warrants temper the overall score slightly.

Positives

• The exercise of BS Warrants indicates confidence in DBV Technologies S.A.'s future, especially after the VITESSE Phase 3 study met its primary endpoint.
• The long expiration date of the Second Pre-Funded Warrants (April 7, 2035) provides long-term optionality for the investors.
• The low exercise price of the Second Pre-Funded Warrants (EUR 0.0175 per warrant for 1.75 shares, plus EUR 0.01 unpaid per share) suggests a favorable conversion opportunity.

Negatives

• The 9.99% beneficial ownership limitation on various warrants (Pre-Funded, First Pre-Funded, Second Pre-Funded) restricts the immediate full conversion of all potential shares without French regulatory approval.
• Michael Goller's 7,500 warrants expired on December 15, 2025, at a high exercise price of EUR 64.14, indicating they were out-of-the-money.

Risks

• Beneficial ownership limitations (9.99%, potentially 19.99% or 24.99% with French regulatory approvals) could hinder the full exercise of warrants and increase the stake without delays or additional conditions.
• Future purchases or dispositions of securities by the Reporting Persons could impact the stock price.
• The value of the warrants and underlying shares is subject to the business prospects of DBV Technologies S.A., economic conditions, and stock market conditions.

Future Outlook

The Reporting Persons intend to hold their securities for investment purposes and may purchase additional securities or dispose of existing holdings based on ongoing assessments of market conditions, the Issuer's business prospects, and other investment opportunities. They may also engage in discussions with management regarding financing or other strategic matters, but currently have no plans for extraordinary corporate transactions.

Management Comments

• The Funds hold securities of the Issuer for investment purposes.
• The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of Ordinary Shares, ADS or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the Board of Directors of the Issuer (the "Board") and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities.
• The Reporting Persons may discuss items of mutual interest with the Issuer's management and other investors, which could include items in subparagraphs (a) through (j) of Item 4 Schedule of 13D.
• Except as otherwise disclosed herein, at the present time, the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer.

Industry Context

This filing highlights a significant investment by a prominent biotech-focused fund in DBV Technologies, a company in the pharmaceutical/biotechnology sector. The exercise of warrants following positive Phase 3 study results (VITESSE) suggests a positive outlook on the company's clinical development pipeline, which is a critical driver of value in the biotech industry. The strategic flexibility retained by Baker Bros. to adjust their stake and engage with management is typical for active institutional investors in this space, aiming to influence corporate strategy and maximize returns.

Comparison to Industry Standards

• The 9.99% beneficial ownership threshold is a common regulatory limit (e.g., Schedule 13D trigger) that investors often adhere to, especially when they want to maintain flexibility without being deemed an 'insider' or 'control person' for certain purposes, or to avoid triggering specific regulatory reviews (like French FDI).
• The use of pre-funded warrants with low exercise prices and long maturities is a standard financing mechanism in the biotech industry, allowing companies to raise capital while providing investors with long-term upside potential and flexibility in share acquisition.
• The expiration of out-of-the-money warrants (like Michael Goller's EUR 64.14 warrants) is a normal occurrence in equity compensation or investment strategies when stock prices do not reach the strike price.

Related Party Transactions

• Michael Goller, a full-time employee of the Adviser and a Board member of DBV Technologies S.A., receives warrants as director's compensation. However, the pecuniary interest in these warrants is assigned to the Funds (Baker Brothers Life Sciences, L.P. and 667, L.P.), not Mr. Goller, in accordance with the Funds' and Adviser's policy.
• The Adviser maintains voting and investment power over these warrants and any Ordinary Shares acquired from their exercise.

Stakeholder Impact

• Shareholders: Increased transparency regarding a major investor's stake and intentions. Potential for future dilution if warrants are fully exercised, but also a signal of investor confidence.
• Management: Potential for increased engagement and influence from a significant shareholder regarding strategic and financing decisions.

Next Steps

• Reporting Persons may purchase additional securities or dispose of existing holdings.
• Reporting Persons may discuss items of mutual interest with the Issuer's management and other investors, including financing.
• Potential future exercise of Pre-Funded, First Pre-Funded, and Second Pre-Funded Warrants, subject to beneficial ownership limitations and French regulatory approvals.

Key Dates

Recommendation

The filing details a major investor, Baker Bros. Advisors, increasing their beneficial ownership in DBV Technologies S.A. to 9.99% through the exercise of warrants. This action, particularly following positive Phase 3 study results, signals strong confidence in the company's long-term prospects and clinical pipeline. The investor's stated intention to hold for investment purposes and potential future engagement with management suggests a strategic, long-term commitment. While this is a positive signal, the filing primarily concerns ownership structure rather than new operational performance or financial results that would warrant a 'buy' or 'sell' recommendation. Therefore, a 'hold' recommendation is appropriate for existing investors, indicating that the current investment thesis remains intact with a strong institutional backing, while new investors might consider a 'watch' to observe further operational developments.

Keywords

DBV Technologies, Baker Bros. Advisors, Schedule 13D, Beneficial Ownership, Warrants, Pre-Funded Warrants, Biotechnology, Pharmaceuticals, VITESSE Phase 3, SEC Filing