Adage Capital Management, L.P., Robert Atchinson and Phillip Gross report owning 14,614,449 Ordinary Shares of DBV Technologies S.A., representing 9.99% of the outstanding Ordinary Shares based on the companys reported share count of 136,948,872. The disclosed position includes Ordinary Shares underlying American Depositary Shares and shares issuable upon exercise of warrants, and voting and dispositive power is reported as shared rather than sole.
The filing is a Schedule 13G, which the Reporting Persons certify reflects passive holdings held in the ordinary course of business and not for the purpose of changing or influencing control. Each ADS represents five Ordinary Shares and the cover disclosure explains the stake calculation assumes exercise of certain warrants held by the reporting fund.
Positive
Reporting Persons beneficially own 14,614,449 Ordinary Shares (9.99% of class)
Position explicitly includes 5,272,530 Ordinary Shares underlying ADSs and 934,917 shares issuable upon exercise of warrants
Negative
Reported 0 sole voting power; all voting and dispositive power is recorded as shared
Stake is reported as 9.99%, just below the 10% threshold
Insights
TL;DR: Adage and associated individuals hold a near-10% passive stake (14.6M shares, 9.99%), comprised of ADS-linked shares and warrants.
The filing reports an aggregate beneficial ownership of 14,614,449 Ordinary Shares, equal to 9.99% of the class on the basis of 136,948,872 Ordinary Shares outstanding as stated in the filing. The position explicitly includes 5,272,530 Ordinary Shares underlying ADSs and 934,917 Ordinary Shares issuable upon exercise of warrants. Reported voting and dispositive power is shown as shared, with 0 sole voting power. Because this is a Schedule 13G with certification of passive intent, the filing signals accumulation rather than an intent to change control.
TL;DR: The reporting group discloses substantial shared influence but no sole control and files under 13G, indicating a passive ownership stance.
The document identifies the reporting entities and individuals and classifies Adage as an investment adviser (cover codes include "IA, PN") and the individuals with codes shown on the cover. The signature and Item 10 certification assert the holdings are not intended to influence control. Practically, the filing documents material economic exposure near the 10% threshold while recording shared voting and dispositive power, which is relevant for governance monitoring but does not establish unilateral control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DBV Technologies S.A.
(Name of Issuer)
Ordinary Shares, nominal value 0.10 euro per share
(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
Adage Capital Management, 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
14,614,449.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,614,449.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,614,449.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 5,272,530 Ordinary Shares underlying ADSs (as defined in Item 2(a)) and 934,917 Ordinary Shares (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Robert Atchinson
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
14,614,449.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,614,449.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,614,449.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 5,272,530 Ordinary Shares underlying ADSs and 934,917 Ordinary Shares issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
23306J309
1
Names of Reporting Persons
Phillip Gross
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
14,614,449.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,614,449.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,614,449.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 5,272,530 Ordinary Shares underlying ADSs and 934,917 Ordinary Shares issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DBV Technologies S.A.
(b)
Address of issuer's principal executive offices:
107 Av. de la Republique, 92320 Chatillon, France
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Ordinary Shares, par value $0.0001 per share ("Ordinary Shares") of DBV Technologies S.A., a French company (the "Company"), Ordinary Shares underlying ADSs (as defined below) and Ordinary Shares issuable upon exercise of warrants directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Ordinary Shares, Ordinary Shares underlying ADSs and Ordinary Shares issuable upon exercise of warrants directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Ordinary Shares, Ordinary Shares underlying ADSs and Ordinary Shares issuable upon exercise of warrants directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
There is no CUSIP number assigned to the Ordinary Shares. The CUSIP number 23306J309 has been assigned to the American Depositary Shares ("ADSs") of the Company, which are quoted on the Nasdaq Capital Market under the symbol "DBVT." Each ADS represents 5 Ordinary Shares.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Ordinary Shares, nominal value 0.10 euro per share
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 136,948,872 Ordinary Shares outstanding as of April 30, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on April 30, 2025, and assumes the exercise of warrants held by ACP.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein 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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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 acquired and are held in the ordinary course of business and 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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
14,614,449 Ordinary Shares, representing 9.99% of the class based on the 136,948,872 Ordinary Shares outstanding used in the filings calculation.
Does the filing indicate whether the reporting persons have voting power?
No sole voting power is reported; the filing discloses 0 sole voting power and 14,614,449 shared voting power.
Are ADSs or warrants included in the reported position for DBVT?
Yes. The position includes 5,272,530 Ordinary Shares underlying ADSs (each ADS = 5 Ordinary Shares) and 934,917 Ordinary Shares issuable upon exercise of warrants.
What type of SEC filing was submitted for DBVT and what does it imply?
Schedule 13G was filed, and the Reporting Persons certify the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control.
Who are the reporting persons named in the Schedule 13G for DBVT?
Adage Capital Management, L.P.; Robert Atchinson; and Phillip Gross are listed as the Reporting Persons.
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