Exhibit 99.1

Subscription Agreement for [ABSAs]/[PFW-BSAs]

INVENTIVA S.A. 

50, rue de Dijon 

21121 Daix 

France

The undersigned, [·] [acting in the name and on behalf of the investment funds it represents or advises listed hereafter] (the “Subscriber”) hereby confirms its agreement with you as follows:

Each ABSA consists of (i) one (1) Ordinary Share (each, a “New Share” and collectively, the “New Shares”) to which are attached (ii) one (1) warrant to subscribe initially for 0.9 Ordinary Shares (to be issued), at a price of €1.50 per new Ordinary Share, with a maturity until 30 July 2027 and including an issuance premium of €1.49 (each, a “Warrant”), for a subscription price of €1.35 per ABSA (the “Subscription Price”).

Each PFW-BSA consists of (i) one (1) pre-funded warrant (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”) to subscribe initially for one (1) Ordinary Share (each a “PFW Share” and collectively, the “PFW Shares”) at an exercise price of €0.01 per PFW Share , to which are attached (ii) one (1) Warrant, for a subscription price of €1.34 per PFW-BSA (the “Pre-Funded Subscription Price”) .

The Ordinary Shares issued upon exercise of the Warrants are referred to, collectively, as the “Warrant Shares”.

The terms and conditions of the Warrants (the “Terms and Conditions of the Warrants”) are attached hereto as Exhibit A.

The terms and conditions of the Pre-Funded Warrants (the “Terms and Conditions of the Pre-Funded Warrants”) are substantially similar to the ones issued on October 17, 2024 by the Company, save for the issuance date, the maturity date and the lockup and transfer restrictions, and with any other amendments as agreed in good faith by the Company and the Subscribers.

The issuance of the New Shares will result in an immediate capital increase of €57,359,992.05 (divided into a nominal amount of €424,888.83 and a total issuance premium of €56,935,103.22) and the issuance of the PFW-BSAs will result in gross proceeds of €58,205,628.24, to be subscribed for by the Subscriber and the Other Subscribers (as defined in the Terms and Conditions for Subscription of ABSAs, attached hereto as Annex I-A). The Company shall receive an aggregate amount equal to €[115,565,620.29] representing (i) the Subscription Price for the New Shares and (ii) the Pre-Funded Subscription Price for the Pre-Funded Warrants, from the Subscribers.

Number of [ABSAs]/[PFW-BSAs] (please hand-write the following below: “good for commitment to subscribe for [(insert number of [ABSAs]/[PFW-BSAs] subscribed in letters) (insert number of [ABSAs]/[PFW-BSAs] subscribed in numbers)] [ABSAs]/[PFW-BSAs].”)1:

Subscription Price per [ABSA]/[Pre-Funded Subscription Price per PFW-BSAs] (including premium): € _______________________

Aggregate Subscription Price (including premium) to be paid by the Subscriber (the “Subscriber Aggregated Subscription Price”): €__________________________________________________________________________________________________________________

The Subscriber Aggregated Subscription Price will be paid in euros to the Company’s account opened in the books of Société Générale Securities Services (copied below) as set forth in Section 3.2 of Annex I-A.

[·]

1  French law requirement: The Investor shall include a handwritten note after signature block “valuable for [number of [ABSAs]/[PFW-BSAs] subscribed in letters] (number of [ABSAs]/[PFW-BSAs] subscribed in numbers) [ABSAs]/[PFW-BSAs].”

We acknowledge that we received a copy of this Agreement, including the Annexes and Exhibits hereto.

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Dated as of: _______________, 2025

Please insert the following in case of execution of the Agreement by a management company on behalf of investment funds

Name(s) of the investment funds represented by the Subscriber and number of [ABSAs]/[PFW-BSAs] subscribed by each of them:

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

Annexes and Exhibits:

[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]

Agreed and Accepted

____________________, 2025:

INVENTIVA S.A.

ANNEX I-A

TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF [ABSAS]/[PFW-BSAS]

Subject to these terms and conditions (the “Terms and Conditions”), the Company has duly authorized the issuance of (i) 42,488,883 ABSAs, each consisting of 42,488,883 New Share and 42,488,883 Warrant attached and (ii) 43,437,036 PFW-BSAs each consisting of 43,437,036 Pre-Funded Warrant and 43,437,036 Warrant attached (together, the “Transaction”).

Subject to the Terms and Conditions of the Warrants, each Warrant shall entitle the Subscriber to subscribe for 0.9 new Ordinary Share of the Company.

The time and date of closing shall be no later than 2:00pm (CEST) on May 7, 2025, which is three (3) Business Days following the date of the decisions of the Board of Directors held on May 2, 2025 deciding the issue of the ABSAs and the PFW-BSAs, or such later date as agreed by the Company and the Subscriber (the “Closing Date”). For purposes of this Agreement, the term “Business Day” shall mean a weekday on which banks are open for general banking business in the United States and France.

The Company has designated Société Générale Securities Services as “banque centralisatrice” (the “Centralizing Bank”) to receive the subscriptions and payment of the Subscriber Aggregated Subscription Price (i.e. the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BSAs) and the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BSAs being subscribed by the Other Subscribers in accordance with Section 3.3 below.

At the Closing Date, the Company’s obligation to issue the [ABSAs]/[PFW-BSAs] to the Subscriber will be subject to: (i) the receipt by the Company of the relevant statement of account (attestation d’inscription en compte) relating to the shares and/or pre-funded warrants issued by the Company on October 11, 2024 and December 13, 2024 (the “T1 Shares” and the “T1 PFW” and the “T1 bis Shares” and “T1 bis PFW” respectively) either (x) owned by the Subscriber or (y) owned by an authorized transferee as detailed in the subscription agreements related to such T1 Shares and/or T1 PFW and T1 bis Shares and/or T1 bis PFW (the “T1 / T1 PFW Subscription Agreement” and the “T1 bis / T1 bis PFW Subscription Agreement”) dated no more than five (5) Business Days prior to the Closing Date, (ii) the receipt by the Centralizing Bank of the documentation necessary for the “know you customer” process, if necessary, (iii) the receipt in a dedicated augmentation de capital bank account opened at the Centralizing Bank, the details of which are set forth in the signature page of this Agreement of the aggregate amount equal to the Subscriber Aggregated Subscription Price (i.e. the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BSAs) and the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BSAs being subscribed for by the Other Subscribers in an aggregate amount equal to €115,565,620.29 and (iv) the representations and warranties of the Subscriber contained in Section 6.1 being true and correct in all material respects as of the Closing Date.

Without prejudice to the last paragraph of Section 3.2(b), in the event of a failure to subscribe the ABSAs or PFW-BSAs, as applicable by any Subscriber, the Company undertakes to offer to the other Subscribers the right to subscribe to a number of additional ABSAs or PFW-BSAs, as applicable, not subscribed by the defaulting Subscriber as determined by such other Subscribers, in their sole discretion, which will be allocated pro rata the number of T1 Shares (and/or T1 PFW if applicable), T1 bis Shares (and/or T1 bis PFW if applicable) subscribed by each Subscriber on October 11, 2024 and December 13, 2024 willing to subscribe to such additional ABSAs or PFW-BSAs, as applicable. In that case, the Closing Date may be postponed by seven (7) Business Day in order to organize the additional subscription of the Other Subscribers.

At the Closing Date, the Subscriber’s obligation to subscribe for the ABSAs will be subject to (i) the receipt of a certified copy of (x) the minutes of the General Meeting of the resolutions approving the issuance of the ABSAs and the PFW-BSAs and the resolutions and decisions relating to the Company’s governance (referred to in Section 5.7 of the T1 / T1 PFW Subscription Agreement as amended by the T1 bis / T1 bis PFW Subscription Agreement) and (y) the decisions of the Board of Directors dated 2 May 2025 authorizing the issuance of the ABSAs and the PFW-BSAs and the entry into this Agreement between the Company and the Subscriber, (ii) the publication on the Company’s website of an information document, with standardized content, as defined in Annex IX of the regulation EU 2017/1129, (iii) no clinical hold having been recommended by the Data and Safety Monitoring Board (the “DSMB”) of NATiV3, (iv) the randomization of the last patient in the main cohort of NATiV3 having taken place on or before April 30, 2025 as announced by the Company following a press release published on April 1st, 2025, (v) at the time of completion of enrollment in NATiV3, the study discontinuation rate prior to week 72 was less than 30% (conditions (iii) to (v), the “Tranche 2 Event”), (vi) no material adverse change (defined as any event, violation, or circumstance, individually or in the aggregate, that had or could reasonably have a material adverse effect on any steps of the clinical development of lanifibranor, or the manufacture of the new drug for its commercial launch, or with respect to the Company’s ability to successfully achieve the NATiV3 trial or to obtain from the Food and Drug Administration (FDA) the required authorizations) having occurred between October 11, 2024 and the date of this Agreement and again between the date of this Agreement and the Closing Date, (vii) the accuracy of the representations and warranties of the Company contained in Section 5.1 below as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be accurate as of such specified date) and (viii) the fulfillment of the undertakings of the Company to be fulfilled on or prior to the Closing Date. At the latest three (3) Business Days prior to the Closing Date, and again at the Closing Date, the Company shall inform the Subscribers if any of the above conditions precedent (or the condition precedent referred to in Section 3.3) is not satisfied as of such date.

These conditions are to the benefit of the Subscribers which may decide to waive one or more of them (or in the case of condition (vi) above, confirm, based on a certificate provided by the Company, that no material adverse change has occurred) with the consent of the Subscribers representing 60% of the aggregate of all ABSA and PFW-BSAs to be subscribed (the “Waiver”), assessed based on the then outstanding obligation of each Subscriber regarding the subscription of ABSAs and PFW-BSAs. The Waiver shall be notified by such Subscribers to the Company at the latest one Business Day prior to the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Waiver in accordance with Section 8.

In the event that the Company has not received an aggregate amount equal to €[115,565,620.29] at the Closing Date, representing (i) the Subscriber Aggregated Subscription Price and (ii) the Subscription Price for the ABSAs and the Pre-Funded Subscription Price for the PFW-BSAs, being subscribed for by the Other Subscribers, the Subscriber Aggregated Subscription Price shall be returned to the Subscriber within four (4) Business Days following the Closing Date and the Subscriber will have the right to terminate the Agreement, unless otherwise agreed by the Subscribers representing 60% of the aggregate of all ABSAs and PFW-BSAs to be subscribed (excluding the ABSAs and PFW-BSAs for which the Subscription Price or Pre-Funded Subscription Price has not been received in accordance with this paragraph) (the “Majority Decision”). The Majority Decision shall be notified by such Subscribers to the Company at the latest on the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Majority Decision in accordance with Section 8.

The Company’s and the Subscriber’s obligation to issue and subscribe for, the [ABSAs]/[PFW-BSAs] will also be subject to the following condition precedent: no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the subscription or issue of the ABSAs, the PFW-BSAs (including, for the sake of clarity, for purposes of the Terms and Conditions, any component thereof) or the Warrant Shares.

No later than 11:00pm (CEST) two Business Days before the Closing Date, the Subscriber shall wire transfer the Subscriber Aggregated Subscription Price to the account opened in the books of the Centralizing Bank and shall notify (email being sufficient) the Company and the Centralizing Bank of (i) the account from which the Subscriber Aggregated Subscription Price will be wired to the account of the Centralizing Bank and (ii) the account or accounts to be credited with the New Shares and/or the Pre-Funded Warrants being subscribed by them, including providing Euroclear instructions as appropriate. Such notification should have been made prior to the date of this Agreement.

The account of the Company to which the Subscriber Aggregated Subscription Price shall be wired is set forth in the signature page of this Agreement. By executing this Agreement, the Subscriber irrevocably instructs the Centralizing Bank to accept delivery of, the subscription monies from its settlement account to the augmentation de capital bank account opened at the Centralizing Bank in its books in the name of the Company upon notice from the Company to the Centralizing Bank, with a copy to the Subscriber, that (i) the conditions to the closing of the Transaction have been satisfied or waived and (ii) the entire aggregate subscription price for all the Other Subscribers have been received by the Centralizing Bank.

On the Closing Date, subject to and upon receipt of the aggregate subscription amounts for the ABSAs and PFW-BSAs from each Subscriber and the receipt by the Company of the depositary certificate (certificat du dépositaire des fonds) in accordance with Article L. 225-146 of the French Commercial Code from the Centralizing Bank confirming receipt of payment of the aggregate amount of the subscription monies for the New Shares subscribed by such Subscribers, (i) the New Shares and the Pre-Funded Warrants will be created and delivered to the account specified by each Subscriber (only required if election is made to have the [New Shares]/[Pre-Funded Warrants] registered in bearer form (au porteur)) pursuant to the information provided by the Subscriber prior to the date of this Agreement or pursuant to any other means through Euroclear France and (ii) the Warrants will be created and delivered by way of registration in the books of the Company held by the Centralizing Bank, as provided in the last paragraph of this Section.

On the Closing Date, the Company shall register, or cause to be registered by the Centralizing Bank, under the name of the Subscriber either (i) on registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Subscriber in the books of the Centralizing Bank (and, if held in administered registered form, of the Subscriber’s financial intermediary), or (ii) in bearer form (au porteur), the number of [New Shares]/[Pre-Funded Warrants] subscribed by the Subscriber. At least one (1) Business Day after the Closing Date, a notice confirming the registration of the [New Shares]/[Pre-Funded Warrants] in the books of the Company held by the Centralizing Bank shall be delivered to the Subscriber if he elects to have its [New Shares]/[Pre-Funded Warrants] held in pure registered form (au nominatif pur).

On the Closing Date, the Company shall register, or cause to be registered by the Centralizing Bank, under the name of the Subscriber in pure registered form (au nominatif pur) the number of Warrants subscribed by the Subscriber. At least one (1) Business Day after the Closing Date, a notice confirming the registration of the Warrants in the books of the Company held by the Centralizing Bank shall be delivered to the Subscriber.

The Company, for the purpose of listing the New Shares, the PFW Shares issuable upon exercise of the Pre-Funded Warrants and the Warrant Shares issuable upon exercise of the Warrants, on the regulated market of Euronext Paris (“Euronext”) is exempt from the requirement to file with the Autorité des marchés financiers (the “AMF”) a French-language listing prospectus, but has prepared in compliance with the applicable legal and regulatory requirements an information document, with standardized content, as defined in Annex IX of the regulation EU 2017/1129 which will be available on the Company’s website.

The Company shall provide to the Subscriber a copy of the notice issued by Euronext relating to the listing of the New Shares, the Warrant Shares and the PFW Shares on Euronext upon receipt of such notice.

In this Agreement, “Material Adverse Effect” means any event, violation, or circumstance, individually or in the aggregate that had or could reasonably be expected to have a material adverse effect on the Company’s equity, business, assets, operations, properties, liabilities or conditions (financial or otherwise), individually or in the aggregate, whether or not arising from transactions in the ordinary course of business, or on the Company’s ability to consummate the Transaction.

No liquidator, receiver, administrator, administrative receiver, provisional administrator, compulsory manager or other similar officer, mandataire ad hoc, in respect of the Company, any of its Affiliates or any of its or their assets has been appointed.

In this Agreement, “Affiliate” means, with respect to the Company, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with such person, in each case from time to time. Control shall be construed by reference to the definition set out in Article L. 233-1 of the French Commercial Code. As of the date hereof, the sole Affiliate of the Company is Inventiva Inc., whose registered office is at c/o Altios International Inc., 450 7th avenue, suite 1501, New York NY 10123.

Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Subscriber herein will survive the execution of this Agreement, the transfer to the Subscriber of the [ABSAs]/[PFW-BSAs] being subscribed and the payment therefor.

All notices, requests, consents and other communications required or permitted hereby shall be in writing, will be sent by email, or mailed, and will be deemed given if delivered by email, upon electronic confirmation of receipt and addressed to the relevant recipient in the manner provided below, and shall be deemed to have been duly and sufficiently given only if (a) delivered either personally by hand, or by an international courier service, and, in each case, (b) confirmed by email to the relevant recipient. Notices shall be deemed effective if given on a Business Day, in the manners prescribed in the immediately preceding sentence, by 13:30 (CEST) in the place of receipt or on the following Business Day if completed after 13:30 (CEST).

All notices will be delivered as addressed as follows:

Inventiva S.A. 

50, rue de Dijon 

21121 Daix 

France 

Attention : [·] 

Phone : [·] 

Email : [·]

[·]

This Agreement may not be modified or amended except by written agreement signed by the Company and the Subscriber, and if any modification or amendment to the provisions listed in Section 12 disproportionately and adversely impacts a Placement Agent, the written consent of such disproportionately impacted Placement Agent shall be required.

In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however, that each of the Placement Agents will be entitled to rely, as an express third-party beneficiary, on the representations and warranties of the Company and the Subscriber set forth in Section 5.1 and Section 6.1 hereof and Sections 7, 9, 10 and 12 hereof.

This Agreement will be governed by, and construed in accordance with, the laws of France. Any dispute or suit relating to the interpretation, validity and performance of this Agreement, or arising out of or as a consequence hereof, shall be subject to the exclusive jurisdiction of the Tribunal des activités économiques of Paris.

Each party to this Agreement acknowledges that Cooley LLP, U.S. counsel for the Company, has in the past performed and may continue to perform legal services for the Subscriber and/or Other Subscribers in matters unrelated to the transactions described in this Agreement. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Cooley LLP’s representation of the Subscriber and/or Other Subscribers in such unrelated matters and to Cooley LLP’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.

EXHIBITS

ANNEX I-B

THESE TERMS AND CONDITIONS OF THE PRE-FUNDED WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE PRE-FUNDED WARRANTS

TERMS AND CONDITIONS OF THE PRE-FUNDED WARRANTS

Inventiva, a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255, and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”), hereby deciding to issue on May 2, 2025 by decisions of the Board of Directors, acting pursuant to the power delegated to it by the Company’s shareholders at the general meeting held on December 11, 2024 in its 49th resolution, to the investors named in the resolutions 50 to 57 and in accordance with the terms thereof, on the Issue Date (as defined herein), an aggregate of 43,437,036 units (the “PFW-BSAs”). Each PFW-BSA consists of one pre-funded warrant (bon de souscription d’actions préfinancé) (the “PFWs”) to subscribe initially to one (1) ordinary share of the Company (the “PFW Shares”) at the Exercise Price (as defined herein) per PFW Share, on the terms and conditions herein (the “Terms and Conditions” or the “Conditions”) with one warrant attached to each PFW allowing to subscribe initially for 0.9 ordinary share of the Company. The PFWs shall not be admitted to trading on any stock exchange or trading market. The PFW shall be admitted to the operations of Euroclear France (as defined herein). Each one (1) PFW is initially exercisable for one (1) ordinary share of the Company (action ordinaire) (each, a “Share”) (subject to adjustment from time to time in accordance with these Conditions, the “Exercise Ratio”) at such exercise price as was pre-funded to the Company on or prior to the Issue Date (except for a nominal exercise price of Euro 0.01 per PFW (the “Exercise Price”) payable upon exercise thereof).

For the purposes of these Terms and Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

Condition headings are included for the convenience of the parties only and do not affect the interpretation of the PFWs.

Subject to the conditions and limitations specifically provided herein, the PFWs may be exercised by their Holder, in whole or in part (subject always to exercising a whole number of PFWs), in one or more instances, for cash, at any time and from time to time on any Business Day during the period commencing (and including) on the Issue Date to (and including) at 5.00 p.m., Paris time on the Expiration Date (as may be extended pursuant to Condition 9, the “Exercise Period”), and any PFW which has not been exercised on or prior to the last day of the Exercise Period shall become null and void and the rights of the Holder to exercise such PFWs shall lapse.

The exercise price of each PFW, except for a nominal exercise price per PFW payable upon exercise thereof and equal to the Exercise Price (being 0.01 Euro), was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of the PFWs. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per PFW shall be in respect of any exercise of a PFW, the Exercise Price (being 0.01 Euro). Subject to Condition 4, each PFW is exercisable into a number of PFW Shares equal to the Exercise Ratio in effect on the relevant Exercise Date.

In order to exercise the PFWs, the Holder, through its intermediary as the case may be, shall at any time during the Exercise Period (i) send to the Registrar, by facsimile transmission (at [•]) or by their secured platform SecureHub, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team ([•]) and the Company, to the attention of Frederic Cren ([•]) and Jean Volatier ([•]) or such other Company representatives, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the PFWs, which Exercise Notice shall specify the number of PFWs to be exercised and the number of PFW Shares to be subscribed for (or the number of PFW Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product of (a) the Exercise Price (being €0.01) and (b) the number of PFWs being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise all or parts of its PFWs in one or several times within the Exercise Period, it being specified that each PFW shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(c), the Registrar shall, as soon as practicable, but in no event later than 5:00 p.m. Paris time, on the second (2nd) Business Day immediately following the Exercise Date, send by facsimile transmission or by email, with a copy to the Company and the Calculation Agent, a confirmation of receipt of such Aggregate Exercise Price and Exercise Notice in the form of the notice at Appendix B to the Holder.

In the event of any exercise of the rights represented by the PFWs in accordance with Condition 2(c), the Company shall allot and issue to the Holder the PFW Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the third (3rd) Business Day (the “Exercised Shares Delivery Date”) following the Exercise Date, credit such aggregate number of PFW Shares to which the Holder shall be entitled to and as notified in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar, or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice. Notwithstanding the foregoing, with respect to any Exercise Notice delivered on or prior to 4:00 p.m. (New York City time) two Business Days prior to the Issue Date, the Company agrees to deliver the PFW Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Exercised Shares Delivery Date for purposes hereunder, provided that, if applicable, payment of the Aggregate Exercise Price is received by such Exercised Shares Delivery Date.

The Company’s obligation to issue PFW Shares upon exercise of the PFWs shall not be subject to (i) any set-off or defense or (ii) any claims against any holder of PFWs however arising.

The Holder shall not have the right to exercise any portion of the PFWs, pursuant to Condition 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with its Attribution Parties), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares held by the Holder and its Attribution Parties plus the number of PFW Shares issued upon exercise of the PFWs with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of the PFWs beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Condition 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder or, with respect to the French FDI Regime, in accordance therewith, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act or the French FDI Regime and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To the extent that the limitation contained in this Condition 2(f) applies, the determination of whether the PFWs are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the PFWs is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether the PFWs are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the PFWs is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the PFWs that are not in compliance with the Beneficial Ownership Limitation.   In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the PFWs that are not in compliance with the Beneficial Ownership Limitation.  For purposes of this Condition 2(f), in determining the number of outstanding Shares the Holder may acquire upon exercise of the PFWs without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Interim Report on Form 6-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company setting forth the number of Shares outstanding.  Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing or by electronic mail to the Holder the number of Shares then outstanding.  In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the PFWs, by the Holder or its Attribution Parties since the date as of which such number of outstanding Shares was reported.  The “Beneficial Ownership Limitation” shall be 4.99%of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the PFWs.  The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Condition 2(f), provided that (a) to the extent required by the French FDI Regime, in the cases of Beneficial Ownership Limitation increased above 9.99% of the voting rights of the Company (the “Crossing Event”), the Holder has obtained from the French Ministry of Economy through an authorization request or prior notification, in accordance with the French FDI Regime, either (i) a written response from the French Ministry of Economy confirming that the exercise of the PFWs and, therefore, the acquisition of PFW Shares that would cause the Crossing Event is not subject to the prior authorization procedure or (ii) the authorization (express or tacit) to proceed with the Crossing Event and (b) the Beneficial Ownership Limitation in no event exceeds 19.99% (to the extent applicable) of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of the PFWs held by the Holder and the provisions of this Condition 2(f) shall continue to apply (provided that, with respect to the French FDI Regime, the applicable percentage will be 24.99% of the voting rights of the Company).  Any increase in the Beneficial Ownership Limitation will not be effective until the sixty first (61st) day after such notice is delivered to the Company.  Notwithstanding the foregoing, at any time as from the date of announcement of any cash tender offer, exchange offer or any combination thereof (including any offre publique d’achat, offre publique d’échange, offre alternative, offre mixte) regarding the Company or in case of a reduction of capital non motivated by losses, any Holder may increase, waive or amend the Beneficial Ownership Limitation effective two (2) Business Days upon written notice to the Company. Any decrease in the Beneficial Ownership Limitation will not be effective until two (2) Business Days after such notice is delivered to the Company.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Condition 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the PFWs.

The Calculation Agent shall not be responsible for performing any calculation or other determination provided for in this Condition 2(f).

At the option of the Holder, the PFW Shares will be delivered (i) in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Upon issuance, PFW Shares allotted pursuant to an Exercise Notice will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

PFW Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

Once issued, the Registrar will submit an application on behalf of the Company for the PFW Shares to be admitted to trading on the Trading Market, on the same quotation line as the Shares. The issuance of the PFWs, the issuance of the PFW Shares upon exercise of the PFWs and the resale of the PFWs or the PFW Shares by the Holders have not and will not be registered under the Securities Act.

Subject to compliance with any applicable securities laws, the PFW Shares will, upon issuance, be freely negotiable and transferable as from the date of their entry in a securities account.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the PFW Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the PFW Shares upon exercise of the PFWs to be admitted to Euroclear France.

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of PFW Shares that would have been obtained if PFWs had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5 and the value of the PFW Shares that would have been obtained in the event of exercising the PFWs immediately after the implementation of that Transaction.

In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5 (or, as the case may be, Condition 10), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded.

The PFW Shares, however, may only be delivered in a whole number of Shares.

No fractional Shares shall be issuable upon the exercise of a PFWs, provided that the number of PFW Shares to be delivered in respect of any exercise of one or more PFWs pursuant to any one Exercise Notice shall be determined by the Calculation Agent, and notified to the Company and the Registrar (and the Holder if the PFW are in pure registered form), no later than 5:00 p.m. Paris time, on the Business Day immediately following the Exercise Date in respect of such exercise, as the product (rounded down to the nearest whole multiple of one Share) of (i) the Exchange Ratio in effect on the Exercise Date in respect of such exercise and (ii) the aggregate number of PFWs so exercised pursuant to such Exercise Notice, and the Holder will receive from the Company a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of (x) the fractional share (if any) so rounded down and (y) the closing price of a Share on the Trading Market on the last Trading Day preceding such Exercise Date.

PFWs issued by the Company are securities giving access to the share capital of the Company within the meaning of Articles L. 228-91 et seq. of the French Commercial Code.

The Exercise Ratio will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99 1°) and L. 228-99 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights limited to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 13.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any PFWs are outstanding and upon the completion of any of the following transactions (each, a “Transaction”):

in each case the Record Date of which falls on or after the Issue Date (save in the case of any exercised PFWs if the date of issuance of the PFW Shares in respect of such exercise falls on or before such Record Date), the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio (or as otherwise prescribed) in accordance with the conditions below.

Adjustments to the Exchange Ratio carried out in accordance with the conditions below (or Condition 10) will become effective on the date on which the Transaction triggering such adjustment is completed.

Value of a Share after detachment of the preferential subscription right

+Value of the preferential subscription right 

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, (i) the value of a Share after detachment of the preferential subscription right will be equal to the average of the opening prices (if any) of the Shares on the Trading Market for the Shares on all Trading Days included in the subscription period and (ii) the value of the preferential subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Trading Market for the preferential subscription right on all Trading Days included in the subscription period.

Value of a Share after detachment of the subscription warrant

+Value of the subscription warrant

Value of a Share after detachment of the subscription warrant

Number of Shares forming the share capital after the Transaction

Number of Shares forming the share capital before the Transaction

Value of a Share before distribution

Value of a Share before distribution

- Amount per Share of the distribution or value of securities or assets distributed per Share.

For the calculation of this ratio:

Share price ex-right to free allocation + value of the right to free allocation

Share price ex-right to free allocation

For the calculation of this ratio:

If the right to free allocation is not traded on the Trading Market in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Independent Expert instead.

Share price ex-right to free allocation 

+ Value of that/those security(ies) allocated per Share 

Share price ex-right to free allocation

For the calculation of this ratio:

The new Exercise Ratio will be determined by the Calculation Agent (if the Calculation Agent determines in its sole discretion it is capable of making such adjustment) or (otherwise) by an Independent Expert by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

Share price x (1-Pc%) 

 Share price – Pc% x Buyback price

For the calculation of this ratio:

Value of a Share before amortization

Value of a Share before amortization - amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Trading Day on which the Shares are first traded ex- amortization.

Share price before modification

Share price before modification - reduction per Share of the right to profits.

For the calculation of this ratio:

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of PFWs to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above, as applicable.

If the Company were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 13 within three (3) Business Days of the effectiveness of the adjustment.

The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of PFWs (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such PFWs will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive) as specific in the next paragraph.

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of PFWs (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such PFWs such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date.

The relevant holder of such PFWs will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

The PFWs will be issued in dematerialized form (dématérialisé) and held, at the option of the Holder (i) in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur).

Subject to compliance with any applicable securities laws, the PFWs are freely negotiable.

PFWs shall not be listed on Euronext Paris or on any other stock exchange.

Title to the PFWs held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the PFWs.

The PFWs will, upon issue, be inscribed in the books of Euroclear France SA (“Euroclear France”) (ISIN code FR001400ZDL7), which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the PFWs shall be evidenced by entries in the books of such intermediary institutions, and transfer of the PFWs may only be effected through registration of the transfer in their books.

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders' General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”). In accordance with Articles L. 228-47 and L.228-51 of the French Commercial Code, the Holders’ General Meeting shall be represented by a representative of the Masse. The representative will be appointed by the Holders’ General Meeting.

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the PFWs. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions and to approve any decision that has an impact on the conditions for subscription of the PFW Shares determined within the scope of these Terms and Conditions, for the avoidance of doubt, decisions should be approved by the Holders’ General Meeting at the majority provided for in Article L. 228-65 of the French Commercial Code (i.e., two-thirds majority of the votes cast at such meeting).

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders' General Meeting will be given by way of a press release published by the Company which will also be posted on its website (https://inventivapharma.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders' General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by any other means of telecommunication allowing the identification of participating Holders.

Decisions of the Holders' General Meetings once approved will be published by way of a press release posted by the Company on its website (https://inventivapharma.com).

The Company has appointed Conv-Ex Advisors Limited as calculation agent (the “Calculation Agent”).

The Company reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any PFW is outstanding, there will at all times be a Calculation Agent.

The Calculation Agent is acting exclusively as an agent for, and upon request from, the Company. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the PFW (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Calculation Agent (acting in such capacity) nor any Independent Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable nor shall they incur any liability as against, the Holders, the Representative and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

The Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Company and the Calculation Agent at the latest on the Issue Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Company, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

If any doubt shall arise as to whether an adjustment is to be made to the Exercise Ratio or as to the appropriate adjustment to the Exercise Ratio, or as to any determination specified to be made by the Calculation Agent in these Terms and Conditions, and following consultation between the Company and the Calculation Agent, an Independent Expert (which may not be the Calculation Agent) may be appointed by the Company, at its own expense, and shall be so appointed by the Company (and will also be so appointed by the Company upon the request of the Representative on behalf of a Holder and in case of absence of such Representative, upon the request of such Holder); the Independent Expert will be in charge of delivering a written opinion in respect of such adjustment or determination and shall be conclusive and binding on the Company, the Holders, the Registrar and the Calculation Agent, save in the case of wilful default, bad faith or manifest error.

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company's shareholders, the Company will be entitled to suspend the exercise of the PFWs for a period that may not exceed three months or any other period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 9, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company's decision to suspend the ability to exercise the PFWs will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the PFWs will begin and end. At the same time, this information will also be the object of a notice published by the Company pursuant to Condition 13 and (if the rules of Trading Market so require) a notice published by the Trading Market.

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5(a):

Number of Shares forming the share capital after the transaction

Number of Shares forming the share capital before the transaction

The Company may not, unless it requires the consent of the Holders’ General Meeting, issue other warrants fungible with (assimilable) the PFWs. To the extent that these similar (assimilable) warrants and the PFWs will confer identical rights in all respects and that the terms and conditions of those warrants are identical to these of the PFWs, the Holders and the holders of those warrants will be regrouped in a single masse for the defense of their common interests.

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the PFWs and the Shares.

Any notice to the Holders shall be deemed to be duly given if it has been made available to the Holders on the website of the Company (https://inventivapharma.com).

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of PFW Shares upon exercise of the PFWs.

These Terms and Conditions shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets. The Company may not assign the PFWs or any rights or obligations hereunder without the prior written consent of each Holder.

These PFWs confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions or any other term of these PFWs.

These Terms and Conditions shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the PFWs or the transactions contemplated by these Terms and Conditions will be submitted to the exclusive jurisdiction of the Paris court of economic activities (Tribunal des activités économiques de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Appendix A

Form of Exercise Notice

To: [Registrar] 

Attention: [●]

Copy to: Company 

Attention: Frederic Cren ([•]) / Jean Volatier ([•])

EXERCISE NOTICE

Reference is made to the PFWs (ISIN code: FR001400ZDL7), issued on [•], 2025, by Inventiva S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255, and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the PFWs.

The undersigned, [●], residing [●], having a full knowledge of the Company’s by-laws and the Terms and Conditions of the PFWs, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the PFWs, it being understood and agreed that one PFW is exercisable for such number of Shares as is determined in accordance with Condition 4 based on the Exercise Ratio in effect on the Exercise Date, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) PFWs out of the ___________________ PFWs held by the undersigned.

As a result of the above, the undersigned:

Pursuant to Condition 2(e), on the Exercised Shares Delivery Date, the Exercised Shares will be credited2:

1 Per the definition thereof, the Aggregate Exercise Price is equal to the product of:

(A) Euro 0.01 (being the Exercise Price per PFW); and

(B) the number of PFWs being exercised pursuant to this Exercise Notice.

2 Please modify according to your choice.

3 Please insert the following handwritten note above the signature “Valid for the subscription of the relevant number of Exercised Shares”.

Appendix B

Form of acknowledgement by the Registrar

To: [Holder] 

Attention: [●]

Copy to: Company 

Attention: Frederic Cren ([•]) / Jean Volatier ([•])

The Registrar hereby acknowledges this Exercise Notice attached hereto.

EXHIBIT A

THESE TERMS AND CONDITIONS OF THE WARRANTS DO NOT CONSTITUTE A CERTIFICATE REPRESENTING THE WARRANTS.

TERMS AND CONDITIONS OF THE WARRANTS TRANCHE 3

Inventiva, a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255 and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”), hereby deciding to issue on May 2, 2025 by decisions of the Board of Directors acting pursuant to the power delegated to it by the Company’s shareholders at the general meeting held on December 11, 2024 in its 33rd and 49th resolutions, to the investors named in the resolutions 34 to 48 and 50 to 57 on the Issue Date (as defined herein), (i) an aggregate of 42,488,883 units (the “ABSAs”), each consisting of one ordinary share of the Company, nominal value €0.01 per share (each, a “New Share”) and (ii) with one warrant attached with a maturity of July 30, 2027 to subscribe a number of ordinary shares as determined pursuant to the Exercise Ratio (as defined herein), with a nominal value €0.01 per share (each, a “Warrant Share”), at a subscription price per ordinary share equal to the prevailing Exercise Price per Warrant Share (as defined herein, being €1.50 per ordinary share, subject to adjustment from time to time in accordance with the Conditions thereof), including an issuance premium of €1.49 (each, a “Warrant” and collectively, the “Warrants” which shall include the Warrants attached to the Pre-Funded Warrants) and (ii) an aggregate of 43,437,036 units (the “PFW-BSA”), each consisting of one pre-funded warrant (bon de souscription d’actions préfinancé) to subscribe initially to one (1) ordinary share of the Company (“Pre-Funded Warrants”) with one Warrant attached to each pre-funded warrant. The 85 925 919 Warrants are issued on the terms and conditions herein (the “Terms and Conditions” or the “Conditions”). The Warrants shall neither be admitted to trading on any stock exchange or trading market nor admitted to the operations of Euroclear France SA. Each Warrant is initially exercisable for 0.91 Warrant Share (subject to adjustment from time to time in accordance with these Conditions, the “Exercise Ratio”) for an exercise price equal to the Exercise Price per Warrant of €1.35 (being the product of the initial Exercise Price per Warrant Share (i.e. €1.50) multiplied by the initial Exercice Ratio (i.e. 0.9 Warrant Share per Warrant)).

For the purposes of these Terms and Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

1 The Exercise Ratio was initially calculated at the time of issuance of the ABSA and is initially equal to P1/ P2 where P1 is the issue price of the Tranche 2 ABSA (i.e. €1.35), P2 is the Reference Price (i.e. €1.50), rounded down to the next 1/100 with two decimals and the Reference Price is EUR 1.50

Condition headings are included for the convenience of the parties only and do not affect the interpretation of the Warrants.

Subject to the conditions and limitations specifically provided herein, each Holder may exercise the Warrants owned by it, in whole or in part (subject always to exercising a whole number of Warrant), in one or more instances, for cash:

(as may be extended pursuant to Condition 9, the “Exercise Period”).

Any Warrant that has not been exercised in accordance with these Terms and Conditions shall become null and void on the third (3rd) Business Day following the expiry of the Exercise Period and at such time the rights of the Holder to exercise such Warrant shall lapse.

The Company will notify, without delay, the Holders of the occurrence of the Tranche 3 Event or of a Transformative Event and of the beginning of the Exercise Period pursuant to Condition 12.

The exercise of the Warrants by each Holder is subject to (i) the occurrence of the Tranche 3 Event, (ii) all the New Shares and/or the Pre-Funded Warrants to be subscribed by the relevant Holder in accordance with the Subscription Agreement having been duly subscribed by such Holder (or any transferee thereof in accordance with the Subscription Agreement) on the Closing Date and (iii) the execution by the Holder of such documents referred to in Condition ‎2‎(d) and payment of the aggregated Exercise Price per Warrant.

The condition precedent provided in (i) above may be waived upon a decision of Holders representing 60% of the aggregate of all Warrants in case of occurrence of a Transformative Event which occurs prior to the Maturity Date (regardless of whether the Tranche 3 Event has occurred). For the sake of clarity, in case of such waiver, the Warrants may be exercised even before the Tranche 3 Event.

Subject to any adjustment to the Exercise Ratio as provided in Condition 5 (or, as the case may be, Condition 10), each one (1) Warrant is exercisable into a number of Warrant Shares equal to the Exercise Ratio in effect on the relevant Exercise Date, at a price equal to €1.35 per Warrant, equating to the initial Exercise Price per Warrant Share in respect of each whole Warrant Share, of €1.50 (being the VWAP over the last five trading sessions preceding the signing of Subscription Agreement of the T1 Shares).

In order to exercise the Warrants, the Holder shall at any time during the Exercise Period (i) send to the Registrar, by facsimile transmission (at [•]) or by their secured platform SecureHub, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Calculation Agent, to the attention of the Calculation Agency Team ([•]) and the Company, to the attention of Frederic Cren ([•]) and Jean Volatier ([•]) or such other Company representatives, in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Warrants, which Exercise Notice shall specify the number of Warrants to be exercised and the relevant number of Warrant Shares to be subscribed (or the number of Warrant Shares as determined by the Calculation Agent pursuant to Condition 4), and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the product of (a) the Exercise Price per Warrant and (b) the number of Warrants being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(f) below. If the Exercise Notice or, as the case may be, the Aggregate Exercise Price is received by the Registrar on a day which is not a Business Day or after 5.00 p.m., Paris time on any Business Day, such Exercise Notice or, as the case may be, the Aggregate Exercise Price shall be deemed to have been received by the Registrar on the immediately following Business Day. For the avoidance of doubt the Holder may exercise all or parts of its Warrants in one or several times within the Exercise Period, it being specified that each Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(d), the Registrar shall, as soon as practicable but in no event later than 5:00 p.m. Paris time, on the second (2nd) Business Day immediately following the Exercise Date, send by facsimile transmission or by email, with a copy to the Company and the Calculation Agent, a confirmation of receipt of such Aggregate Exercise Price and Exercise Notice in the form of the notice at Appendix B to the Holder.

In the event of any exercise of the Warrants in accordance with Condition 2(d), the Company shall allot and issue to the Holder the Warrant Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the third (3rd) Business Day (the “Exercised Shares Delivery Date”) following the Exercise Date, credit such aggregate number of Warrant Shares to which the Holder shall be entitled to and as stated in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar, or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice.

The Company’s obligation to issue Warrant Shares upon exercise of the Warrants shall not be subject to (i) any set-off or defense or (ii) any claims against any holder of Warrants however arising.

At the option of the Holder, the Warrant Shares will be delivered (i) in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Upon issuance, Warrant Shares allotted pursuant to an Exercise Notice will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

Warrant Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

Once issued, the Registrar will submit an application on behalf of the Company for the Warrant Shares to be admitted to trading on the Trading Market, on the same quotation line as the Shares. The issuance of the Warrants, the issuance of the Warrant Shares upon exercise of the Warrants and the resale of the Warrants or the Warrant Shares by the Holders have not and will not be registered under the Securities Act.

Subject to compliance with any applicable securities laws, Warrant Shares will, upon issuance, be freely negotiable and transferable as of the date of their entry in a securities account.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the Warrant Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the Warrant Shares upon exercise of the Warrants to be admitted to Euroclear France SA.

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of Warrant Shares that would have been obtained if Warrants had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5 and the value of the Warrant Shares that would have been obtained in the event of exercising the Warrants immediately after the implementation of that Transaction.

In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5 (or, as the case may be, Condition 10), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded.

The Warrant Shares, however, may only be delivered in a whole number of Shares.

No fractional Shares shall be issuable upon the exercise of a Warrant, provided that the number of Warrant Shares to be delivered in respect of any exercise of one or more Warrant pursuant to any one Exercise Notice shall be determined by the Calculation Agent, and notified to the Company and the Registrar and the Holder of the Warrants, no later than 5:00 p.m. Paris time, on the Business Day immediately following the Exercise Date in respect of such exercise, as the product (rounded down to the nearest whole multiple of one Share) of (i) the Exchange Ratio in effect on the Exercise Date in respect of such exercise and (ii) the aggregate number of Warrants so exercised pursuant to such Exercise Notice, and the Holder will receive from the Company a cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of (x) the fractional share (if any) so rounded down and (y) the closing price of a Share on the Trading Market on the last Trading Day preceding such Exercise Date.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Condition, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Articles L. 228-91 et seq. of the French Commercial Code.

The Exercise Ratio will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99 1°) and L. 228-99 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights limited to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 13.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any Warrants are outstanding and upon the completion of any of the following transactions (each, a “Transaction”):

in each case the Record Date of which falls on or after the Issue Date (save in the case of any exercised Warrant if the date of issuance of the Warrant Shares in respect of such exercise falls on or before such Record Date), the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio (or as otherwise prescribed) in accordance with the conditions below.

Adjustments to the Exchange Ratio carried out in accordance with the conditions below (or Condition 10) will become effective on the date on which the Transaction triggering such adjustment is completed.

Value of a Share after detachment of the preferential subscription right 

+Value of the preferential subscription right

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, (i) the value of a Share after detachment of the preferential subscription right will be equal to the average of the opening prices (if any) of the Shares on the Trading Market for the Shares on all Trading Days included in the subscription period and (ii) the value of the preferential subscription right will be equal to the average of the opening prices (if any) of the preferential subscription right on the Trading Market for the preferential subscription right on all Trading Days included in the subscription period.

Value of a Share after detachment of the subscription warrant

+Value of the subscription warrant

Value of a Share after detachment of the subscription warrant

Number of Shares forming the share capital after the Transaction

Number of Shares forming the share capital before the Transaction

Value of a Share before distribution

Value of a Share before distribution

- Amount per Share of the distribution or value of securities or assets distributed per Share.

For the calculation of this ratio:

Share price ex-right to free allocation + value of the right to free allocation

Share price ex-right to free allocation

For the calculation of this ratio:

If the right to free allocation is not traded on the Trading Market in respect thereof on each of the ten Trading Days referred to above, its value will be determined by an Independent Expert instead.

Share price ex-right to free allocation 

+ Value of that/those security(ies) allocated per Share

Share price ex-right to free allocation

For the calculation of this ratio:

The new Exercise Ratio will be determined by the Calculation Agent (if the Calculation Agent determines in its sole discretion it is capable of making such adjustment) or (otherwise) by an Independent Expert by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

Share price x (1-Pc%)

Share price – Pc% x Buyback price

For the calculation of this ratio:

Value of a Share before amortization

Value of a Share before amortization - amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares over the period comprising the last three Trading Days preceding the Trading Day on which the Shares are first traded ex- amortization.

Share price before modification

Share price before modification - reduction per Share of the right to profits.

For the calculation of this ratio:

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1or 5 above, as applicable.

If the Company were to carry out transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 13 within three (3) Business Days of the effectiveness of the adjustment.

The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Warrant Shares required to be delivered pursuant to any exercise of Warrant (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such Warrant will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive) as specified in the next paragraph.

If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Warrant Shares (other than Additional Shares) required to be delivered pursuant to any exercise of Warrant (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such Warrant such number as determined by the Calculation Agent of additional Shares (the “Additional Shares”), as, together with the number of Warrant Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date.

The relevant holder of such Warrant will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined as determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

The Warrants will be issued in dematerialized form (dématérialisé) and held in pure registered form (au nominatif pur) in the securities account opened in the name of the Holder in the books of the Registrar.

Subject to compliance with any applicable securities laws, the Warrants are freely negotiable and will be detachable upon issuance.

Transfers of the Warrants are subject to any applicable securities laws.

The Warrants shall not be listed on Euronext Paris or on any other stock exchange nor admitted to clearing. The issuance of the Warrants, the issuance of the Warrant Shares upon exercise of the Warrants and the resale of the Warrants or the Warrant Shares by the Holders have not and will not be registered under the Securities Act.

Title to the Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the Warrants.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the Warrants shall be evidenced by entries in the books of the Registrar, and transfer of the Warrants may only be effected through registration of the transfer in the Registrar’s books.

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders' General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”). In accordance with Articles L. 228-47 and L.228-51 of the French Commercial Code, the Holders’ General Meeting shall be represented by a representative of the Masse. The representative will be appointed by the Holders’ General Meeting.

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions and to approve any decision that has an impact on the conditions for subscription of the Warrant Shares determined within the scope of these Terms and Conditions, for the avoidance of doubt, decisions should be approved by the Holders’ General Meeting at the majority provided for in Article L. 228-65 of the French Commercial Code (i.e., two-thirds majority of the votes cast at such meeting). Notwithstanding the foregoing, the Holders can decide to waive a condition precedent provided in Condition 2(b)(i) upon a decision of Holders representing 60% of the aggregate of all Warrants, as detailed in such Condition 2(b)(i).

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders' General Meeting will be given by way of a press release published by the Company which will also be posted on its website (https://inventivapharma.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders' General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by any other means of telecommunication allowing the identification of participating Holders.

Decisions of the Holders' General Meetings once approved will be published by way of a press release posted by the Company on its website (https://inventivapharma.com).

The Company has appointed Conv-Ex Advisors Limited as calculation agent (the “Calculation Agent”).

The Company reserves the right at any time to modify or terminate the appointment of the Calculation Agent and/or appoint a substitute Calculation Agent or approve any change in the office through which such agent acts, provided that, so long as any Warrant is outstanding, there will at all times be a Calculation Agent.

The Calculation Agent is acting exclusively as an agent for, and upon request from, the Company. Neither the Calculation Agent (acting in such capacity) nor any Independent Expert appointed in connection with the Warrants (acting in such capacity), shall have any relationship of agency or trust with, nor shall the Calculation Agent (acting in such capacity) nor any Independent Expert appointed as aforesaid (to the fullest extent permissible by law) shall be liable nor shall they incur any liability as against, the Holders, the Representative and (in the case of adjustments, calculations and determinations performed by an Independent Expert) the Calculation Agent.

The Calculation Agent may, subject to the provisions of the calculation agency agreement to be entered into between the Company and the Calculation Agent at the latest on the Issue Date, consult on any matter (including but not limited to, any legal matter), with any legal or other professional adviser and it shall be able to rely upon, and it shall not be liable and shall incur no liability as against the Company, the Representative or the Holders in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

If any doubt shall arise as to whether an adjustment is to be made to the Exercise Ratio or as to the appropriate adjustment to the Exercise Ratio, or as to any determination specified to be made by the Calculation Agent in these Terms and Conditions, and following consultation between the Company and the Calculation Agent, an Independent Expert (which may not be the Calculation Agent) may be appointed by the Company, at its own expense, and shall be so appointed by the Company (and will also be so appointed by the Company upon the request of the Representative on behalf of a Holder and in case of absence of such Representative, upon the request of such Holder); the Independent Expert will be in charge of delivering a written opinion in respect of such adjustment or determination and shall be conclusive and binding on the Company, the Holders, the Registrar and the Calculation Agent, save in the case of willful default, bad faith or manifest error.

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company's shareholders, the Company will be entitled to suspend the exercise of the Warrants for a period that may not exceed three months or any other period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 9, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company's decision to suspend the ability to exercise the Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the Warrants will begin and end. At the same time, this information will also be the object of a notice published by the Company pursuant to Condition 13 and (if the rules of Trading Market so require) a notice published by the Trading Market.

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5(a):

Number of Shares forming the share capital after the transaction

Number of Shares forming the share capital before the transaction

The Company may not, unless it requires the consent of the Holders’ General Meeting, issue other warrants fungible with (assimilable) the Warrants. To the extent that these similar (assimilable) warrants and the Warrants will confer identical rights in all respects and that the terms and conditions of those warrants are identical to these of the Warrants, the Holders and the holders of those warrants will be regrouped in a single masse for the defense of their common interests.

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the Warrants and the Warrant Shares.

Any notice to the Holders shall be deemed to be duly given if it has been made available to the Holders on the website of the Company (https://inventivapharma.com).

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of Warrant Shares upon exercise of the Warrants.

These Terms and Conditions shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets. The Company may not assign the Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

These Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions or any other term of these Warrants.

These Terms and Conditions shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the Warrants or the transactions contemplated by these Terms and Conditions will be submitted to the exclusive jurisdiction of the Paris court of economic activities (Tribunal des activités économiques de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [●]

Copy to: Company

Attention: Frederic Cren ([·]) / Jean Volatier ([·])

EXERCISE NOTICE

Reference is made to the Warrants, issued on [_], 2025, by Inventiva S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255, and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the Warrants.

The undersigned, [●], residing [●], having a full knowledge of the Company’s by-laws and the Terms and Conditions of the Warrants benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the Warrants, it being understood and agreed that one Warrant is exercisable for such number of Shares as is determined in accordance with Condition 4 based on the Exercise Ratio in effect on the Exercise Date, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) Warrant out of the ___________________ Warrant held by the undersigned.

As a result of the above, the undersigned:

Pursuant to Condition 2(e), on the Exercised Shares Delivery Date, the Exercised Shares will be credited3:

2 Per the definition thereof, the Aggregate Exercise Price is equal to the product of:

(C) Euro [●] (being the Exercise Price per Warrant divided by the Exercise Ratio in effect as of the date hereof); and

(D) the number of Warrant being exercised pursuant to this Exercise Notice.

3 Please modify according to your choice. 

4 Please insert the following handwritten note above the signature ”Valid for the subscription of [=] ([=]) Exercised Shares”.

Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [●]

Copy to: Company

Attention: Frederic Cren ([•]) / Jean Volatier ([•])

The Registrar hereby acknowledges this Exercise Notice attached hereto.

Exhibit 99.2 

	PRESS RELEASE

Inventiva secures the €116 million second tranche of its structured financing of up to €348 million

Daix (France), New York City (New York, United States), May 5, 2025 – Inventiva (Euronext Paris and Nasdaq: IVA) (“Inventiva” or the “Company”), a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”) and other diseases with significant unmet medical needs, today announced that the Board of Directors called the second tranche of its previously announced1 structured financing of up to €348 million (the “Structured Financing”), for gross proceeds of €115.6 million (net proceeds of €108.5 million) (the “T2 Transaction”).

Frederic Cren, Chief Executive Officer of Inventiva, stated:  "We are pleased to have achieved the timely enrollment of NATiV3 and met all the conditions for the issuance of this second tranche. The quality of the investors that participated in this financing is a testimony of the strength of the clinical data generated so far with lanifibranor in patients with MASH. With enrollment of the pivotal Phase 3 completed, we are now focusing on making of lanifibranor the second oral drug for the treatment of MASH if approved. MASH is a disease for which we believe lanifibranor profile, especially in patients with advanced fibrosis and type 2 diabetes, is poised to play a key role in addressing the high unmet medical needs of patients with MASH."

The Board of Directors confirmed that all the previously disclosed conditions for the issuance of T2 Transaction have been satisfied.

The investors in the T2 Transaction were the same investors that participated in the first tranche of the Structured Financing, which was led by: New Enterprise Associates, BVF Partners LP and Samsara BioCapital, with also the participation of other investors, including Andera Partners, Deep Track Capital, Eventide Asset Management, Great Point Partners, LLC, Invus, Perceptive Advisors, Schonfeld Strategic Advisors and Sofinnova Crossover I SLP.

Reasons for the issuance and use of the proceeds of the T2 Transaction

The Company intends to use the net proceeds from the T2 Transaction (€108.5 million), together with existing cash and cash equivalents, mainly to finance lanifibranor’s development in MASH and notably the continuation of its NATiV3 Phase 3 clinical trial.

Working capital statement

As of December 31, 2024, cash and cash equivalents amounted to €96.6 million. Based on Company’s projected expenditures, the Company estimated that its cash and cash equivalents prior to the T2 Transaction would enable it to finance its activities until the middle of the third quarter of 2025. Accordingly, as of the date of this press release and before the closing of the T2 Transaction, the Company's current cash position is not sufficient to cover its operating needs for at least the next 12 months2.

Following the closing of the T2 Transaction for expected gross proceeds of €115.6 million (€108.5 million net proceeds) and taking into account the anticipated receipt of the €8.8 million ($10 million) net milestone payment by CTTQ3 within 30 days of the closing of the T2 Transaction and the anticipated completion of the Company's pipeline prioritization plan, the Company estimates that it would have sufficient net working capital to meet its current obligations over the next 12 months, and would enable it to finance its activities until the end of the third quarter of 20262.

1 Cf. press release dated October 14, 2024.

2 This estimate is based on the Company’s current business plan for lanifibranor and excludes (i) any potential milestones payable to or by the Company (other than the potential milestone from Chia Tai Tianqing Pharmaceutical Group, Co., LTD (“CTTQ”) referenced herein), and (ii) any additional expenditures related to other product candidates or resulting from the potential in licensing or acquisition of additional product candidates or technologies, or any associated development the Company may pursue. The Company may have based this estimate on assumptions that are incorrect, and the Company may end up using its resources sooner than anticipated.

3 Cf. press release dated October 14, 2024 for more details regarding CTTQ agreement.

PRESS RELEASE

The Company will need to raise additional funds to achieve its long term objectives for the development and potential commercialization of lanifibranor through other potential public offerings or private placements and potential strategic options such as business development partnerships, merger and acquisition transactions and/or licensing agreements.

Main characteristics of the T2 Transaction

Pursuant to the 33rd and 49th resolutions of the general meeting of the shareholders held on December 11, 2024 (the “General Meeting”) in accordance with Articles L. 225-138 and seq. of the French Commercial Code (Code de commerce), the Board of Directors met on May 2, 2025, and decided to issue, without shareholders’ preferential subscription rights, (i) the ABSAs (as defined below) to the investors named in resolutions 34 to 48 of the General Meeting and (ii) the PFW-BSAs (as defined below) to the investors named in resolutions 50 to 57 of the General Meeting.

On May 2, 2025, the Company entered into subscription agreements with each of the investors participating in the Structured Financing for the issuance of the second tranche of the Structured Financing, which consists of:

The PFW-BSAs allows the issuance of:

T2 Transaction’s condition precedents

The Board of Directors confirmed that the conditions precedent to issue the second tranche of the Structured Financing are met (subject to the conditions precedent to be confirmed on the closing date). The conditions precedent were the following: (i) the adoption by the General Meeting of the resolutions regarding the issuance of the second tranche, (ii) no clinical hold recommended by the independent Data and Safety Monitoring Board of the NATiV3 clinical trial evaluating lanifibranor in MASH (“NATiV3”), (iii) the randomization of the last patient in the main cohort of NATiV3 (announced on April 1, 2025) on or before April 30, 2025, and (iv) at the time of completion of enrollment in NATiV3, the study discontinuation rate prior to week 72 was less than 30%4.

4 The settlement and delivery of the T2 Transaction remains subject to satisfaction of the following conditions precedent as of the closing date: (i) no material adverse change having occurred prior to the closing of the T2 Transaction and (ii) no clinical hold having been recommended by the independent Data and Safety Monitoring Board of NATiV3 prior to the closing of the T2 Transaction.

PRESS RELEASE

Signing and closing of the T2 Transaction:

On May 2, 2025, each investor participating in the Structured Financing entered into a subscription agreement for a pro rata amount based on their participation in the first tranche of the Structured Financing, as announced on October 14, 2024. The closing of the T2 Transaction is expected to occur on or around May 7, 2025 and remains subject to the conditions that (i) no clinical hold is recommended by the Data and Safety Monitoring Board of NATiV3, and (ii) no material adverse change occurs prior to the settlement and delivery of the ABSAs and the PFW-BSAs and other customary closing conditions.

Subscription price of the ABSAs, the PFW-BSAs and exercise price of the Pre-Funded Warrants and the Warrants:

On May 2, 2025, the Board of Directors set the subscription price per ABSA at €1.35 (i.e., €0.01 nominal value and €1.34 premium) and the subscription price per PFW-BSA at €1.34.

The payment of €1.34 per Pre-Funded Warrant is final and irrevocable, regardless whether the Pre-Funded Warrant is exercised.

The Pre-Funded Warrants are exercisable for a period of 10 years from the date of their issuance.

Subject to the conditions described below, each Warrant is initially exercisable for 0.9 Warrant Shares (subject to adjustment from time to time) for a price per Warrant Share equal to €1.50 (which equals to an exercise price per Warrant of €1.35).

Conditions precedent to the exercise of the Warrants and exercise period:

The exercise of the Warrants, which will be the third tranche of the Structured Financing, is subject to the release by the Company of topline data announcing that any key primary endpoint or key secondary endpoint of NATiV3 (resolution of MASH without worsening fibrosis and improvement of liver fibrosis without worsening MASH), with any dosage regimen tested in the trial, have been met no later than June 15, 2027 (the “T3 Triggering Event”).

The exercise of the Warrants must take place no later than July 30, 2027.

For more information on the Warrants, please see the press release issued on October 14, 2024.

Form and method of registration of the New Shares, the Pre-Funded Warrants, the Warrants, the Warrant Shares and the Pre-Funded Warrant Shares:

The New Shares, the Warrant Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares may be held in pure registered form (au nominatif pur) or in administered registered  form (au nominatif administré) or in bearer form (au porteur), at the purchasers' option. The Warrants will be held in pure registered form only.

As soon as they are issued, the New Shares, the Warrant Shares and the Pre-Funded Warrant Shares, if any, will be automatically assimilated to the Company's ordinary shares and will be admitted to trading on the regulated market of Euronext Paris under ISIN number FR0013233012.

The Warrants will not be admitted to trading or admitted to Euroclear.

PRESS RELEASE

Adjustment of exercise ratio of the Pre-Funded Warrants and the Warrants:

The number of Warrants Shares and Pre-Funded Warrant Shares will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and French market standards.

Representation of Pre-Funded Warrants holders and Warrants holders:

The holders of the Pre-Funded Warrants and of the Warrants will each and respectively be grouped automatically for the defense of their common interests in a masse. The masses will act, in part, through a representative and, in part, through collective decisions of the relevant holders.

Prospectus exemption:

The T2 Transaction is not subject to a prospectus requiring an approval of the French Financial Markets Authority (Autorité des Marchés Financiers) (the “AMF”). In accordance with Article 1(5) (ba) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”), the Company has filed with the AMF a document containing the information set out in Annex IX of the Prospectus Regulation (the “Information Document”) considering that the T2 Transaction represents a dilution above 30% of the current share capital of the Company. A copy of the Information Document is available on the Company’s website (www.inventivapharma.com).

Governance:

In the subscription agreements executed on October 11, 2024, the Company undertook to submit to the General Meeting or at a later general meeting of shareholders, up to four additional new members of the Board of Directors, in order to replace existing members of the Board of Directors (other than Frédéric Cren, Mark Pruzanski and Srinivas Akkaraju), one of which upon proposal of BVF Partners LP (which has proposed to appoint a director at the next general meeting), and three of which upon proposal of each of the three largest investors in the Structured Financing.

Impact of the T2 Transaction on the share capital:

Following the settlement and delivery, the Company’s share capital will be €1,391,512.74 divided into 139,151,274 shares.

For illustration purposes, the impact of the issuance of the New Shares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants), the Warrant Shares (assuming full exercise of the Warrants) on the ownership of a shareholder holding 1% of the Company’s share capital prior to the T2 Transaction and not subscribing to it, is as follows (calculation made on the basis of the Company's share capital as of April 30, 2025):

(1) The calculations are based on the assumption of the exercise of all Pre-Funded Warrants and Warrants to be issued in the T2 Transaction, and all outstanding share subscription warrants (BSA) and warrants for the subscription of business creators‘ shares (BSPCE) will be exercised and that all allocated free shares (actions gratuites) and stock-options (options d’achat d’actions) will vest, as of the date of this press release, giving access to a maximum of 73,042,652 shares.

PRESS RELEASE

Impact of the T2 Transaction on shareholders' equity

For illustration purposes, the impact of the issuance of New Shares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants), the Warrant Shares (assuming full exercise of the Warrants) on the Company's equity per share (calculation made on the basis of the Company's equity at December 31, 2024 is as follows:

(1) The calculations are based on the assumption of the exercise of all Pre-Funded -Warrants and Warrants to be issued in the T2 Transaction, share subscription warrants (BSA) and warrants for the subscription of business creators’ shares (BSPCE) will be exercised and that all allocated free shares (actions gratuites) and stock-options (options d’achat d’actions) will vest, as of the date of this press release, giving access to a maximum of 73,042,652 shares.

Evolution of the shareholding structure in connection with the T2 Transaction

The shareholding structure of the Company prior to the T2 Transaction is set forth below:

PRESS RELEASE

The issuance of the ABSAs and the PFW-BSAs will have the following impact on the allocation of the share capital and the voting rights of the Company:

*These investors have participated in the T2 Transaction.

1 Given the low percentage of treasury shares without voting rights, there is no significant difference between the theoretical percentage of voting rights and the actual percentage of voting rights.

2 Number of shares upon issuance of the warrants held by the EIB before any adjustment following to the T2 Transaction.

PRESS RELEASE

The issuance of the ABSAs, the PFW-BSAs and the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants) will have the following impact on the Company’s share capital and voting rights:

1 Given the low percentage of treasury shares without voting rights, there is no significant difference between the theoretical percentage of voting rights and the actual percentage of voting rights.

2 Number of shares upon issuance of the warrants held by the EIB before any adjustment following to the T2 Transaction.

PRESS RELEASE

The issuance of the ABSAs, the PFW-BSAs, the Pre-Funded Warrant Shares (assuming full exercise of the Pre-Funded Warrants) and the Warrant Shares (assuming full exercise of the Warrants) will have the following impact on the Company’s share capital and voting rights:

1 Given the low percentage of treasury shares without voting rights, there is no significant difference between the theoretical percentage of voting rights and the actual percentage of voting rights.

2 Number of shares upon issuance of the warrants held by the EIB before any adjustment following to the T2 Transaction.

Information available to the public

Detailed information regarding the Company, including its business, financial information, results, perspectives and related risk factors are contained in the Company’s 2024 universal registration document filed with the AMF on April 15, 2025 under number D.25-0265 (the “2024 Universal Registration Document”). This document as well as other regulated information and all of the Company’s press releases, are available free of charge on the website of the Company (www.inventivapharma.com). Your attention is drawn to the risk factors related to the Company and its activities presented in Chapter 2.1 of its 2024 Universal Registration Document as updated by the Information Document.

In particular, the Company has updated risk factor 2.1.5.4 “Dilution risk” of the 2024 Universal Registration Document (for more information about the dilution, please see the above capitalization table) to reflect that that the exercise of all the dilutive instruments held by officers, directors and employees, the warrants issued to the EIB and the pre-funded warrants issued in October and December 2024 and in the context of the T2 Transaction (and excluding the shares issued upon the exercise of the Warrants), would result in a dilution of 45.5% to existing shareholders on the basis of the Company's current share capital. If all of the abovementioned instruments are exercised, including the Warrants issued in this T2 Transaction, the dilution would amount to 46.4 % on the basis of the Company’s current share capital.

PRESS RELEASE

About Inventiva

Inventiva is a clinical-stage biopharmaceutical company focused on the research and development of oral small molecule therapies for the treatment of patients with MASH and other diseases with significant unmet medical need. The Company is currently evaluating lanifibranor, a novel pan-PPAR agonist, in the NATiV3 pivotal Phase 3 clinical trial for the treatment of adult patients with MASH, a common and progressive chronic liver disease.

The Company has a scientific team of approximately 90 people with deep expertise in the fields of biology, medicinal and computational chemistry, pharmacokinetics and pharmacology, and clinical development. It owns an extensive library of approximately 240,000 pharmacologically relevant molecules, approximately 60% of which are proprietary, as well as a wholly-owned research and development facility.

Inventiva is a public company listed on compartment B of the regulated market of Euronext Paris (ticker: IVA, ISIN: FR0013233012) and on the Nasdaq Global Market in the United States (ticker: IVA). http://www.inventivapharma.com

Contacts

PRESS RELEASE

Important Notice

This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These statements include, but are not limited to, forecasts and estimates with respect to Inventiva’s cash resources, Inventiva’s expected use of the proceeds from the T2 Transaction, the completion and timing of the T2 Transaction, the occurrence of the T3 Triggering Event, and the exercise by the investors of the Warrants and Pre-Funded Warrants to be issued in connection with the T2 Transaction, Inventiva’s expectations with respect to ownership in its share capital by certain investors, Inventiva’s cash position following the T2 Transaction, the potential benefit of the pipeline prioritization plan, forecasts and estimates with respect to Inventiva’s NATiV3 Phase 3 clinical trial of lanifibranor in MASH and compensated cirrhosis, including duration, timing and costs, and the results and timing thereof and regulatory matters with respect thereto, clinical trial data releases and publications, the potential therapeutic benefits of lanifibranor, and future activities, expectations, plans, growth and prospects of Inventiva, and the absence of material adverse events. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will”, “would”, “could”, “might”, “should”, “designed”, “hopefully”, “target”, “potential”, “opportunity”, “possible”, “aim”, and “continue” and similar expressions. Such statements are not historical facts but rather are statements of future expectations and other forward-looking statements that are based on management's beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance, or future events to differ materially from those expressed or implied in such statements. Actual events are difficult to predict and may depend upon factors that are beyond Inventiva's control. There can be no guarantees with respect to pipeline product candidates that the clinical trial results will be available on their anticipated timeline, that future clinical trials will be initiated as anticipated, that product candidates will receive the necessary regulatory approvals, or that any of the anticipated milestones by Inventiva or its partners will be reached on their expected timeline, or at all. Future results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates due to a number of factors, including that the recommendation of the DMC may not be indicative of a potential marketing approval, Inventiva cannot provide assurance on the impacts of the Suspected Unexpected Serious Adverse Reaction on the results or timing of the NATiV3 trial or regulatory matters with respect thereto, that Inventiva is a clinical-stage company with no approved products and no historical product revenues, Inventiva has incurred significant losses since inception and has never generated any revenue from product sales, Inventiva will require additional capital to finance its operations, in the absence of which, Inventiva may be required to significantly curtail, delay or discontinue one or more of its research or development programs or be unable to expand its operations or otherwise capitalize on its business opportunities and may be unable to continue as a going concern, Inventiva’s ability to obtain financing and to enter into potential transactions, Inventiva’s ability to satisfy in part or in full the closing conditions for the T2 Transaction, on the expected timing or at all, and whether, when and to what extent the Pre-Funded Warrants, the Warrants and other dilutive instruments may be exercised, and by which holders, Inventiva's future success is dependent on the successful clinical development, regulatory approval and subsequent commercialization of its lanifibranor, preclinical studies or earlier clinical trials are not necessarily predictive of future results and the results of Inventiva's and its partners’ clinical trials may not support Inventiva's and its partners’ product candidate claims, Inventiva's expectations with respect to its clinical trials may prove to be wrong and regulatory authorities may require additional holds and/or additional amendments to Inventiva’s clinical trials, Inventiva’s expectations with respect to the clinical development plan for lanifibranor for the treatment of MASH may not be realized and may not support the approval of a New Drug Application, Inventiva’s ability to identify additional products or product candidates with significant commercial potential, Inventiva’s expectations with respect to its pipeline prioritization plan and related workforce reduction, including whether the plan will be implemented and the timing, potential benefits, expenses and consequences relating thereto, Inventiva’s ability to execute on its commercialization, marketing and manufacturing capabilities and strategy, Inventiva’s ability to successfully cooperate with existing partners or enter into new partnerships, and to fulfill its obligations under any agreements entered into in connection with such partnerships, the benefits of its existing and future partnerships on the clinical development, regulatory approvals and, if approved, commercialization of its product candidates, and the achievement of milestones thereunder and the timing thereof, Inventiva and its partners may encounter substantial delays beyond expectations in their clinical trials or fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, the ability of Inventiva and its partners to recruit and retain patients in clinical studies, enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside Inventiva's and its partners’ control, Inventiva's product candidates may cause adverse drug reactions or have other properties that could delay or prevent their regulatory approval, or limit their commercial potential, Inventiva faces substantial competition and Inventiva’s business, and pre-clinical studies and clinical development programs and timelines, its financial condition and results of operations could be materially and adversely affected by changes in laws and regulations, unfavorable conditions in its industry, geopolitical events, such as the conflict between Russia and Ukraine and related sanctions, the conflict in the Middle East and the related risk of a larger conflict, health epidemics, and macroeconomic conditions, including developments in international trade policies, global inflation, financial and credit market fluctuations, tariffs and other trade barriers, international trade relations, political turmoil, and natural catastrophes, uncertain financial markets and disruptions in banking systems. Given these risks and uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts, and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

PRESS RELEASE

Please refer to the Universal Registration Document for the year ended December 31, 2024 filed with the Autorité des Marchés Financiers on April 15, 2025 and the Annual Report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025 for other risks and uncertainties affecting Inventiva, including those described under the caption “Risk Factors”, and in future filings with the SEC. Other risks and uncertainties of which Inventiva is not currently aware may also affect its forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. All information in this press release is as of the date of the release. Except as required by law, Inventiva has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, Inventiva accepts no liability for any consequences arising from the use of any of the above statements.

Disclaimers

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

France

The securities offered as part of the T2 Transaction have not been and will not be offered or sold to the public in France (except for public offerings defined in Article L.411-2 1° of the French Monetary and Financial Code).

The securities offered as part of the T2 Transaction may only be offered or sold in France pursuant to Article L. 411-1 of the French Monetary and Financial Code to “qualified investors” (as such term is defined in Article 2(e) of Prospectus Regulation) acting for their own account, and in accordance with Articles L. 411-1, L. 411-2 and D. 411-2 to D.411-4 of the French Monetary and Financial Code.

This announcement is not an advertisement and not a prospectus within the meaning of the Prospectus Regulation.

European Economic Area

In relation to each Member State of the European Economic Area (each, a ‘‘Member State’’) no offer to the public of securities may be made in that Member State other than:

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any ordinary shares.

PRESS RELEASE

United Kingdom

This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issuance or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

United States of America

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities in the United States of America, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

None of the securities to be issued in connection with the T2 Transaction have been registered under the Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States of America except pursuant to an effective registration statement or an applicable exemption from the registration requirements.