UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Inventiva S.A.
(Name
of Issuer)
Ordinary Shares, €.01 par value per share
(Title
of Class of Securities)
46124U107
(CUSIP
Number)
Stephanie Brecher
New
Enterprise Associates
1954
Greenspring Drive, Suite 600, Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
3, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 46124U107
|
13D |
Page
2 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 17, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
3 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA Partners 17, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
4 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA 17 GP, LLC
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
5 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
6 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Ali Behbahani
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
7 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Carmen Chang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
8 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
9 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
10 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Edward T. Mathers
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
11 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Scott
D. Sandell
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
12 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Paul Walker
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
13 of 23 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Rick Yang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
5,572,953 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
5,572,953
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,572,953 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46124U107
|
13D |
Page
14 of 23 Pages |
Item
1. Security and Issuer.
This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed on July 21, 2020, and relates to the ordinary
shares, €.01 par value (“Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (“ADS”),
with each ADS representing one Ordinary Share, of Inventiva S.A. (the “Issuer”) having its principal executive office at
50 rue de Dijon, 21121 Daix, France.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
This
Amendment No. 1 is being filed to report that the beneficial ownership of Ordinary Shares, including Ordinary Shares represented by ADSs,
by the Reporting Persons (as defined below) has decreased by more than 1% as a result of an increase in the number of Ordinary Shares
outstanding.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 17, L.P. (“NEA 17”); NEA Partners 17, L.P. (“NEA Partners 17”), which is the sole general
partner of NEA 17; and NEA 17 GP, LLC (“NEA 17 LLC” and together with NEA Partners 17, the “Control Entities”),
which is the sole general partner of NEA Partners 17; and
(b)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell
(“Sandell”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”)
and Liza Landsman (“Landsman”), Joshua Makower (“Makower”) and Peter W. Sonsini (“Sonsini”). The
Managers are the managers of NEA 17 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 17, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive,
Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi, Walker and Yang
is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence and
Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 17 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA 17 LLC is to act as the sole
general partner of NEA Partners 17. The principal business of each of the Managers is to manage the Control Entities and a number of
affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
17 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 17 and NEA Partners 17 are limited partnerships
organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
CUSIP
No. 46124U107
|
13D |
Page
15 of 23 Pages |
Item
3. Source and Amount of Funds or Other Consideration.
Not
applicable.
Item 4. Purpose
of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
| (a) | NEA
17 is the record owner of the NEA 17 Shares. As the general partner of NEA 17, NEA Partners
17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA
Partners 17, NEA 17 LLC may be deemed to own beneficially the NEA 17 Shares. As members of
NEA 17 LLC, each of the Managers may be deemed to own beneficially the NEA 17 Shares. |
Each Reporting
Person disclaims beneficial ownership of the NEA 17 Shares other than those shares which such person owns of record.
The percentage
of outstanding Ordinary Shares of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line
13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 52,115,807 Ordinary Shares reported by the Issuer
to be outstanding as of December 31, 2023, on the Issuer’s Form 20-F filed with the SEC on April 3, 2024.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | None
of the Reporting Persons has effected any transaction in the Ordinary Shares during the last
60 days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, Ordinary Shares beneficially owned by any
of the Reporting Persons. |
| (e) | Each
of Landsman, Makower and Sonsini has ceased to beneficially own five percent (5%) or more
of the Issuer’s Ordinary Shares as a result of ceasing to be a director of NEA 17 LLC. |
Item
6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
Exhibit 3 – Power of Attorney on behalf of Liza Landsman regarding filings under the Securities Exchange Act of 1934, as amended.
Exhibit 4 – Power of Attorney on behalf of Joshua Makower regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 46124U107
|
13D |
Page
16 of 23 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED this 3rd day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General
Partner |
| By: | NEA
17 GP, LLC
General
Partner |
By:
*
Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer
By:
*
Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
17 GP, LLC
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 46124U107
|
13D |
Page
17 of 23 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Liza
Landsman
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul
Walker
*
Rick Yang
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This
Amendment No. 1 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to Powers of
Attorney, copies of which are attached as Exhibit 2, Exhibit 3 and Exhibit 4.
CUSIP
No. 46124U107
|
13D |
Page
18 of 23 Pages |
EXHIBIT
1
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of
Inventiva S.A.
EXECUTED this 3rd day of May,
2024.
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General
Partner |
| By: | NEA
17 GP, LLC
General
Partner |
By: *
Anthony A. Florence, Jr.
Managing Partner and Co-Chief Executive Officer
By: *
Mohamad Makhzoumi
Managing Partner and Co-Chief Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
17 GP, LLC
By:
*
Anthony A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 46124U107
|
13D |
Page
19 of 23 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Liza
Landsman
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Edward
T. Mathers
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Paul
Walker
*
Rick Yang
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Zachary Bambach
on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached hereto as Exhibit 2, Exhibit
3 and Exhibit 4.
CUSIP
No. 46124U107
|
13D |
Page
20 of 23 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by
the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 46124U107
|
13D |
Page
21 of 23 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
CUSIP
No. 46124U107
|
13D |
Page
22 of 22 Pages |
EXHIBIT
3
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by
the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of May, 2024.
| /s/
Liza Landsman |
|
| Liza Landsman |
|
CUSIP
No. 46124U107
|
13D |
Page
23 of 22 Pages |
EXHIBIT
4
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager or former
general partner, director, officer or manager of any New Enterprise Associates partnership, corporation or limited liability company,
solely with respect to the following entities: Black Diamond Therapeutics, Inc., Inventiva S.A., Marker Therapeutics, Monte Rosa Therapeutics,
Inc., and Reneo Pharmaceuticals, Inc. (the “Covered Entities”), pursuant to section 13 or 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, including, without limitation,
Forms 3, 4 and 5 and Schedules 13D and 13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or
cause to be done by virtue hereof. This power of attorney will last for the duration of the outstanding filing obligations related to
the undersigned and NEA Management Company, LLC, and its affiliates. Upon the removal of the undersigned from all outstanding Form 3,
4, and 5, Schedule 13D and 13G or any other similarly related obligatory filings related to the Covered Entities, the power provided
herein shall be revoked.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 2nd day of May, 2024.
| /s/
Joshua Makower |
|
| Joshua
Makower |
|
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