tm2615682-3_424b5 - none

424B5 1 tm2615682-3_424b5.htm 424B5 tm2615682-3_424b5 - none - 9.5812077s

Filed pursuant to Rule 424(b)(5)

Registration No. 333-296414

PROSPECTUS SUPPLEMENT
(To prospectus dated June 2, 2026)

27,272,727 American Depositary Shares representing Ordinary Shares

We are offering 27,272,727 American Depositary Shares, or ADSs, each representing one ordinary share, nominal value €0.01 per share, pursuant to this prospectus supplement and the accompanying prospectus.

On June 2, 2026, we entered into a subscription agreement, or the Subscription Agreement, with funds and accounts managed by BlackRock and Claret Capital Partners, respectively, or collectively, BlackRock and Claret. Pursuant to the Subscription Agreement, following the closing of this offering, we expect to issue convertible bonds (Obligations Convertibles en Actions), or OCAs, amortized bonds and warrants to BlackRock and Claret as a new debt financing arrangement to replace our existing loans with the European Investment Bank, or EIB. The closing of the initial tranches under the Subscription Agreement is contingent upon, among other things, the repayment in full of our EIB loans and the completion of an equity financing in an amount of at least €90 million, which is expected to be satisfied upon the closing of this offering. In addition, on June 1, 2026, we entered into a master agreement with EIB, or the EIB Master Agreement, pursuant to which we intend to repurchase and restructure our outstanding warrants held by EIB following the closing of this offering. See “Prospectus Supplement Summary — Recent Developments” for more information regarding the foregoing transactions. We currently intend to use the net proceeds from this offering to repay our EIB loans in full and, together with the proceeds from the Initial Debt Closing under the Subscription Agreement, to fund the repurchase of a portion of the EIB warrants, with any remaining proceeds under the Subscription Agreement to be used to fund activities related to the continued development and potential commercialization of lanifibranor and for other general corporate purposes, as described under the caption “Use of Proceeds.”

Our ordinary shares are traded on the regulated market of Euronext Paris under the symbol “IVA.” On June 1, 2026, the last reported sale price of the ordinary shares on Euronext Paris was €4.18 per ordinary share. ADSs representing our ordinary shares are listed on the Nasdaq Global Market under the symbol “IVA.” On June 1, 2026, the last reported sale price of the ADSs on the Nasdaq Global Market was $4.77 per ADS.

We are a “foreign private issuer” as the term is defined under U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and future filings. See “Prospectus Supplement Summary — Implications of Being a Foreign 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 page S-11 of this prospectus supplement under the caption “Risk Factors” as well as those contained in the other documents that are incorporated by reference into this prospectus supplement or the accompanying prospectus.

Under the authority granted by our shareholders to conduct the offering, the securities that we are offering may only be purchased initially by natural or legal persons (including companies) trusts or investment funds, or other investment vehicles, in any form, established under French or foreign law, which regularly invest in the pharmaceutical, biotechnological or medical technology sectors.

Neither the Securities and Exchange Commission nor any U.S. state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

	Per ADS			Total
Offering price		$	4.400		$	119,999,999
Underwriting discounts and commissions(1)		$	0.264		$	7,200,000
Proceeds, before expenses, to us		$	4.136		$	112,799,999

(1)

See the section titled “Underwriting” for additional details regarding underwriter compensation.

The underwriters expect to deliver the securities to purchasers on or about June 5, 2026, which is the third business day following the trade date of the ADSs (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 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 any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the ADSs prior to the business day preceding the date of delivery will be required, by virtue of the fact that the ADSs initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Joint Book-Running Managers

Leerink Partners

Stifel

The date of this prospectus supplement is June 2, 2026.

	Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-8
RISK FACTORS		S-11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-21
USE OF PROCEEDS		S-23
CAPITALIZATION		S-25
DILUTION		S-28
DESCRIPTION OF THE SECURITIES WE ARE OFFERING		S-31
MATERIAL U.S. FEDERAL INCOME AND FRENCH TAX CONSIDERATIONS		S-32
UNDERWRITING		S-41
MATERIAL CHANGES		S-50
ENFORCEMENT OF CIVIL LIABILITIES		S-50
LEGAL MATTERS		S-52
EXPERTS		S-52
WHERE YOU CAN FIND MORE INFORMATION		S-52
INCORPORATION OF DOCUMENTS BY REFERENCE		S-53
EXPENSES		S-54

	Page
Prospectus
About This Prospectus		ii
Prospectus Summary		1
Risk Factors		3
Special Note Regarding Forward-Looking Statements		4
Offer and Listing Details		5
Use of Proceeds		6
Selling Security Holders		7
Plan of Distribution		8
Description of Share Capital		10
Limitations Affecting Shareholders of a French Company		34
Description of American Depositary Shares		36
Description of Warrants		44
Taxation		45
Legal Matters		46
Experts		46
service of process and Enforcement of Civil Liabilities		47
Where You Can Find Additional Information		49
Incorporation of Certain Information by Reference		50
Expenses Associated with Registration		51

	December 31, 2025
	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands, except share and per share data)
Cash and cash equivalents(1)		€	99,312		€	194,469		€	154,169
Other financial liabilities
Total debt		€	232,083		€	232,083		€	205,404
Long term debt(1)(2)		€	27,551		€	27,551		€	89,240
Long term debt – derivatives(3)		€	119,385		€	119,385		€	59,308
Royalty certificates liabilities		€	51,645		€	51,645		€	51,645
Short-term debt		€	32,309		€	32,309		€	4,018
Other non-current liabilities		€	1,193		€	1,193		€	1,193
Shareholders’ equity
Ordinary shares, nominal value €0.01 per share, 193,236,978 shares issued and outstanding, actual; 220,509,705 shares issued and outstanding, pro forma; 245,090,317 shares issued and outstanding, pro forma as adjusted		€	1,932		€	2,205		€	2,205
Premiums related to share capital		€	528,230		€	623,387		€	620,815
Reserves(2)		€	(205,182)		€	(205,182)		€	(214,682)
Translation reserve		€	636		€	636		€	636
Net loss for the period(3)		€	(354,138)		€	(354,138)		€	(352,317)
Total shareholders’ equity		€	(28,522)		€	66,908		€	56,929
Total capitalization		€	203,561		€	298,991		€	262,332

Offering price per ADS			$	4.40
Historical net tangible book (deficit) per ADS as of December 31, 2025	$	(0.17)
Increase in net tangible book value per ADS attributable to this offering	$	0.53
Pro forma net tangible book value per ADS as of December 31, 2025	$	0.35
Increase in pro forma as adjusted net tangible book value per ADS attributable to new investors purchasing shares in this offering	$	0.43
Pro forma as adjusted net tangible book value per ADS after this offering			$	0.25
Dilution in net tangible book value per ADS to new investors in this offering			$	4.15

Underwriter	Number of ADSs
Leerink Partners LLC		15,545,454
Stifel, Nicolaus & Company, Incorporated		11,727,273
Stifel Europe Securities SAS		0
Total		27,272,727

SEC Form 424B5 filed by Inventiva S.A.