Venrock-affiliated funds and related entities collectively report beneficial ownership of 14,286,553 ADSs of DBV Technologies S.A., representing 9.8% of the class as of June 30, 2025. The filing aggregates direct ADS holdings and pre-funded warrants exercisable for 9,150,000 Ordinary Shares. The percent calculation uses 136,948,872 Ordinary Shares outstanding plus the 9,150,000 issuable on exercise of the pre-funded warrants. Multiple Venrock vehicles and two individual reporting persons (Nimish Shah and Bong Y. Koh) are members of the reporting group; managing entities (VHCP Management II/III/EG) serve as general partners or managers for the funds. Signatures and powers of attorney are included by reference.
Positive
None.
Negative
None.
Insights
TL;DR: Venrock group holds a sizeable 9.8% stake via ADSs and exercisable warrants, a material minority position but below typical control thresholds.
The Schedule 13G/A discloses an aggregate position of 14,286,553 ADSs representing 9.8% of DBV Technologies on a fully considered basis that includes pre-funded warrants. This is a significant ownership level that could influence investor perception and liquidity, yet it remains below 10% and typical control thresholds. The position is held across multiple affiliated limited partnerships and co-investment vehicles, with shared voting and dispositive power reported. The filing asserts passive intent consistent with Schedule 13G reporting rather than an active control purpose.
TL;DR: Multiple Venrock entities and two individuals form a group with shared voting power; disclosure clarifies governance relationships.
The filing identifies the governance structure: VHCP Management entities act as general partners/managers of the reporting funds, and two individuals (Shah and Koh) are voting members of those management entities. The Schedule includes powers of attorney and a joint filing agreement by reference, evidencing coordinated reporting. The explicit certification states the holdings are not intended to change or influence control, aligning with Schedule 13G treatment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
DBV TECHNOLOGIES S.A.
(Name of Issuer)
Ordinary Shares, EURO0.10 nominal value per share, represented by American Depository Shares
(Title of Class of Securities)
23306J309
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
VHCP Co-Investment Holdings II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
VHCP Management II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,286,553.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,286,553.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,286,553.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DBV TECHNOLOGIES S.A.
(b)
Address of issuer's principal executive offices:
177-181 AVENUE PIERRE BROSSOLETTE, MONTROUGE, I0, 92120.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners II, L.P. ("VHCP II")
VHCP Co-Investment Holdings II, LLC ("VHCP Co-Investment II")
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management II, LLC ("VHCP Management II")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Ordinary Shares, EURO0.10 nominal value per share, represented by American Depository Shares
(e)
CUSIP No.:
23306J309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 23306J309 has been assigned to the American Depositary Shares ("ADSs") of the Issuer. Each ADS represents one Ordinary Share.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 525,494 Ordinary Shares, represented by 525,494 ADSs, and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 936,093 Ordinary Shares held by VHCP II, (ii) 213,033 Ordinary Shares, represented by 213,033 ADSs, and Pre-Funded Warrants exercisable for up to 379,496 Ordinary Shares held by VHCP Co-Investment II, (iii) 1,156,238 Ordinary Shares, represented by 1,156,238 ADSs, and Pre-Funded Warrants exercisable for up to 2,059,666 Ordinary Shares held by VHCP III, (iv) 115,667 Ordinary Shares, represented by 115,667 ADSs, and Pre-Funded Warrants exercisable for up to 206,044 Ordinary Shares held by VHCP Co-Investment III, and (v) 3,126,121 Ordinary Shares, represented by 3,126,121 ADSs, and Pre-Funded Warrants exercisable for up to 5,568,701 Ordinary Shares held by VHCP EG.
VHCP Management II is the general partner of VHCP II and the manager of VHCP Co-Investment II. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management II, VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Such percentage is based upon the sum of (i) 136,948,872 Ordinary Shares of the Issuer outstanding as April 7, 2025, as reported in the Issuer's prospectus dated May 29, 2025, filed with the Securities and Exchange Commission (the "SEC") on May 29, 2025 and (ii) 9,150,000 Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Venrock Healthcare Capital Partners II, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management II, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Co-Investment Holdings II, LLC
Signature:
s/ Sherman G. Souther
Name/Title:
By VHCP Management II, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management II, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2025
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2025
Exhibit Information
Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on June 23, 2022)
Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on June 23, 2022)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on June 23, 2022)
How many DBV Technologies (DBVT) ADSs do the Venrock reporting persons beneficially own?
The reporting persons beneficially own 14,286,553 ADSs as of June 30, 2025.
What percent of DBV Technologies does the filing report for DBVT?
The filing reports ownership of 9.8% of the class, calculated using 136,948,872 outstanding Ordinary Shares plus 9,150,000 issuable on pre-funded warrants.
Do the reported holdings include exercisable warrants for DBVT?
Yes. The disclosure includes pre-funded warrants exercisable for up to 9,150,000 Ordinary Shares held across the reporting vehicles.
Who are the individuals named in the Schedule 13G/A for DBVT?
The individuals named are Nimish Shah and Bong Y. Koh, both listed as United States citizens and voting members of the management entities.
What entities manage the Venrock funds reported in the filing?
VHCP Management II, VHCP Management III and VHCP Management EG are identified as the general partners or managers for the respective Venrock funds.
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