UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2026
Commission File Number: 001-39374
Inventiva S.A.
(Translation of registrant’s name into
English)
50 rue de Dijon
21121 Daix France
+33 3 80 44 75 00
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
INCORPORATION BY REFERENCE
The information contained in this report on Form 6-K, including
Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Proxy Card
On June 3, 2026, Inventiva S.A. (“Company”) began
mailing its proxy card (“Proxy Card”) and Instructions for beneficial owners of American Depositary Shares (“Voting
Instructions”) to the beneficial owners of the Company’s American Depositary Shares in connection with the Company’s
Ordinary and Extraordinary General Meeting (“General Meeting”) that will be held on June 30, 2026 at 2 p.m., at Hôtel
Villa M, 24-30, boulevard Pasteur – 75015 Paris, France. A copy of the Proxy Card is attached to this Report on Form 6-K as
Exhibit 99.1 and a copy of the Voting Instructions as Exhibit 99.2.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Proxy Card. |
| 99.2 |
|
Voting Instructions |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Inventiva S.A. |
| |
|
|
| Date: June 3, 2026 |
By: |
/s/ Andrew Obenshain |
| |
|
Name |
Andrew Obenshain |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
| 
| Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
styleIPC
Instructions to The Bank of New York, as Depositary
(Must be received prior to 12:00 PM Eastern Time June 24, 2026)
The undersigned Holder of American Depositary Receipts (“Receipts”) of Inventiva S.A. (the “Company”) hereby requests and instructs The Bank of New
York, as Depositary, to vote or cause to be voted the number of ordinary shares represented by such Receipt(s) of the Company, registered in the name of
the undersigned on the books of the Depositary as of the close of business May 22, 2026 at the Ordinary and Extraordinary General Meeting of
Shareholders to be held on June 30, 2026.
Notes:
1. Please direct the Depositary how to vote by placing an X in the box opposite the resolutions on the reverse side.
2. If no instructions are received, a discretionary proxy will be given to a person designated by the Company.
Inventiva S.A.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Inventiva S.A.
Joint Ordinary & Extraordinary General
Meeting of Shareholders
For Shareholders of record as of May 22, 2026
Tuesday, June 30, 2026 2:00 PM, Local Time
BNY: PO BOX 505006, Louisville, KY 40233-5006
Mail:
• Mark, sign and date your Proxy Card
• Fold and return your Proxy Card in the postage-paid
envelope provided
YOUR VOTE IS IMPORTANT!
PLEASE VOTE BY: 12:00 PM, Eastern Time, June 24, 2026
Have your ballot ready and please use one
of the methods below for easy voting:
Your vote
matters!
Your control number
Have the 12 digit control number located in the box above
available when you access the website and follow the instructions. |
| 
| Please make your marks like this:
PROPOSAL YOUR VOTE
Ordinary items
FOR AGAINST ABSTAIN
1. Approval of the statutory financial statements for the financial year ended December 31, 2025;
#P2# #P2# #P2#
2. Approval of the consolidated financial statements for the financial year ended December 31, 2025;
#P3# #P3# #P3#
3. Appropriation of profit/loss for the financial year ended December 31, 2025;
#P4# #P4# #P4#
4. Approval of the expenses and charges referred to in Article 39(4) of the French General Tax Code;
#P5# #P5# #P5#
5. Approval of the subscription agreement signed on May 2, 2025 between the Company and Samsara BioCapital
L.P., for new shares with warrants issued by the Company, in accordance with Articles L.225-38 et seq. of the
French Commercial Code;
#P6# #P6# #P6#
6. Final approval of the fixed and variable compensation paid or awarded to Mr. Mark Pruzanski in his capacity as
Chairman of the Board of Directors for the financial year ended December 31, 2025; #P7# #P7# #P7#
7. Final approval of the fixed and variable compensation paid or awarded to Mr. Frédéric Cren in his capacity as
Chief Executive Officer until September 30, 2025, for the financial year ended December 31, 2025; #P8# #P8# #P8#
8. Final approval of the fixed and variable compensation paid or awarded to Mr. Andrew Obenshain in his capacity
as Chief Executive Officer from October 1, 2025, for the financial year ended December 31, 2025; #P9# #P9# #P9#
9. Final approval of the fixed and variable compensation paid or awarded to Mr. Pierre Broqua in his capacity as
Deputy Chief Executive Officer until June 30, 2025, for the financial year ended December 31, 2025; #P10# #P10# #P10#
10. Approval of the information on corporate officers' compensation included in the corporate governance report and
referred to in Article L.22-10-9 I. of the French Commercial Code; #P11# #P11# #P11#
11. Approval of the compensation policy for Mr. Mark Pruzanski in his capacity as Chairman of the Board of
Directors; #P12# #P12# #P12#
12. Approval of the compensation policy for Mr. Andrew Obenshain in his capacity as Chief Executive Officer;
#P13# #P13# #P13#
13. Total compensation paid to members of the Board of Directors;
#P14# #P14# #P14#
14. Approval of the compensation policy of the Company's directors;
#P15# #P15# #P15#
15. Renewal of the Director's mandate of Ms. Renée Aguiar-Lucander;
#P16# #P16# #P16#
16. Renewal of the Director's mandate of Mr. Heinz Maeusli;
#P17# #P17# #P17#
17. Appointment of Ms. Camilla Soenderby, as Director of the Company;
#P18# #P18# #P18#
18. Appointment of Ms. Anne Prener, as Director of the Company;
#P19# #P19# #P19#
19. Appointment of Ms. Barbara Krebs-Pohl, as Director of the Company;
#P20# #P20# #P20#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date
Inventiva S.A.
Joint Ordinary & Extraordinary General Meeting of Shareholders |
| 
| Please make your marks like this:
PROPOSAL YOUR VOTE
FOR AGAINST ABSTAIN
20. Authorization granted to the Board of Directors to buyback the Company's shares;
#P21# #P21# #P21#
Extraordinary items
21. Authorization to the Board of Directors to reduce the share capital by cancellation of shares;
#P23# #P23# #P23#
22. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of
ordinary shares or securities giving access to the share capital of the Company, immediately or in the future, with
shareholders' preemptive subscription rights maintained;
#P24# #P24# #P24#
23. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of
ordinary shares or securities giving access to the share capital of the Company, immediately or in the future,
without shareholders' preemptive subscription rights, by way of public offerings, excluding offers referred to in
Article L.411-2- 1° of the French Code monétaire et financier;
#P25# #P25# #P25#
24. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of
ordinary shares or securities giving access to the share capital of the Company, immediately or in the future,
without shareholders' preemptive subscription rights, by way of public offerings referred to in Article L.411-2 1° of
the French Code monétaire et financier;
#P26# #P26# #P26#
25. Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of
ordinary shares or securities giving access to the share capital of the Company, immediately or in the future,
reserved for certain specific categories of beneficiaries, without shareholders' preemptive subscription rights;
#P27# #P27# #P27#
26. Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of
ordinary shares or securities giving access to the share capital of the Company, immediately or in the future, in
favor of one or more persons specifically designated by the Board of Directors, without shareholders' preemptive
subscription rights;
#P28# #P28# #P28#
27. Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of
ordinary shares, immediately or in the future, reserved for certain specific categories of beneficiaries meeting
specific characteristics within the framework of an equity financing agreement on the U.S. market called
"At-the-market" or "ATM", without shareholders' preemptive subscription rights;
#P29# #P29# #P29#
28. Authorization to the Board of Directors to increase the number of securities to be issued as part of share capital
increases with or without shareholders' preemptive subscription rights; #P30# #P30# #P30#
29. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of
ordinary shares and securities giving access to the share capital of the Company, immediately or in the future, as
part of a public exchange offer initiated by the Company;
#P31# #P31# #P31#
30. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of
ordinary shares or securities giving access to the share capital of the Company, immediately or in the future, in
consideration for contributions in kind within the limits set by legal and regulatory provisions, excluding the case
of a public exchange offer initiated by the Company;
#P32# #P32# #P32#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date
Inventiva S.A.
Joint Ordinary & Extraordinary General Meeting of Shareholders |
| 
| Please make your marks like this:
PROPOSAL YOUR VOTE
FOR AGAINST ABSTAIN
31. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of
ordinary shares or securities giving access to the share capital of the Company immediately or in the future by
the company reserved for members of a company savings plan to be set up by the Company under the
conditions provided for in Article L.3332-18 et seq. of the French Code du travail, without shareholders'
preferential subscription rights;
#P33# #P33# #P33#
32. Delegation of authority to the Board of Directors to increase the share capital of the Company by incorporating
reserves, profits or premiums; #P34# #P34# #P34#
33. Authorization to the Board of Directors to grant free shares to employees and/or certain corporate officers;
#P35# #P35# #P35#
34. Authorization to the Board of Directors to grant share subscription and/or share purchase options to corporate
officers and employees of the Company or companies of the group, entailing the waiver by shareholders of their
preferential rights to subscribe for shares issued following the exercise of stock options;
#P36# #P36# #P36#
35. Delegation of authority to the Board of Directors to decide on the issuance of share subscription warrants,
without shareholders' preemptive subscription rights, to the benefit of categories of persons; #P37# #P37# #P37#
36. Decision to be taken in application of article L. 225-248 of the French Commercial Code (shareholders' equity
less than half the share capital); #P38# #P38# #P38#
37. Harmonization of the articles of association of the Company with applicable laws and regulations, resulting from
the French Decree no. 2026-94 of February 13, 2026, relating to the modernization of communication means
with their shareholders of some commercial companies;
#P39# #P39# #P39#
38. Amendment of article 23 (censor) of the articles of association of the Company;
#P40# #P40# #P40#
39. Decision to issue share subscription warrants of the Company without shareholders' preferential subscription
rights to the benefit of the European Investment Bank and delegation of authority to the Board of Directors; #P41# #P41# #P41#
On an ordinary basis
40. Power for formalities.
#P43# #P43# #P43#
Proposal_Page - VIFL
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,
administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of
authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date Signature (if held jointly) Date
Inventiva S.A.
Joint Ordinary & Extraordinary General Meeting of Shareholders |
Exhibit 99.2
INVENTIVA S.A.
Annual General Meeting of Inventiva S.A. to be
held on
June 30, 2026
Instructions for beneficial owners of American
Depositary Shares (“ADSs”)
Beneficial owners of ADSs who wish to submit their
votes in connection with the General Meeting of Inventiva to be held on June 30, 2026 should consult the voting instruction form
delivered to them by The Bank of New York, as depositary, and the materials posted to the Shareholder Meeting section on the www.inventivapharma.com
website. Alternatively, you can submit a request for a free physical copy of the materials from Inventiva in writing at 50 rue de Dijon,
DAIX (21121), France.
Beneficial Owners of ADSs have the opportunity
to submit their votes by returning the completed voting form in the postage-paid envelope that accompanies their voting form. Beneficial
Owners of ADSs are urged to consult their broker for further guidance on how to submit their votes.