DBV Technologies S.A. - Major Shareholding Notification 2022

SC 13G 1 tm2219064d1_sc13g.htm SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

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DBV Technologies S.A.

(Name of Issuer)

Ordinary Shares, €0.10 nominal value per share

(Title of Class of Securities)

23306J101 (American Depositary Shares, each representing one-half of one Ordinary Share)

(CUSIP Number)

June 13, 2022

(Date of Event Which Requires Filing of This Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 23306J101

| (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) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) PN | |

1 Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

2 Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”) held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

3 Based on (i) 94,019,579 Ordinary Shares outstanding as of June 13, 2022 according to information obtained from the Issuer on June 8, 2022 plus (ii) 102,828 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

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CUSIP No. 23306J101

| (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) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) OO | |

2 Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

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CUSIP No. 23306J101

| (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) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) PN | |

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CUSIP No. 23306J101

| (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) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) OO | |

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CUSIP No. 23306J101

| (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) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) PN | |

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CUSIP No. 23306J101

(1)	NAMES OF REPORTING PERSONS VHCP Management II, LLC
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x 1 (b) ¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
| --- | --- |
| (6) | SHARED VOTING POWER 9,402,828 2 |
| (7) | SOLE DISPOSITIVE POWER 0 |
| (8) | SHARED DISPOSITIVE POWER 9,402,828 2 |

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2
(10)	CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3
(12)	TYPE OF REPORTING PERSON (see instructions) OO

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CUSIP No. 23306J101

| (1) | NAMES
OF REPORTING PERSONS VHCP Management III, LLC | |
| --- | --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) OO | |

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CUSIP No. 23306J101

| (1) | NAMES
OF REPORTING PERSONS VHCP Management EG, LLC | |
| --- | --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) OO | |

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CUSIP No. 23306J101

| (1) | NAMES
OF REPORTING PERSONS Shah, Nimish | |
| --- | --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) IN | |

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CUSIP No. 23306J101

| (1) | NAMES
OF REPORTING PERSONS Koh, Bong | |
| --- | --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x 1 (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 |
| | (6) | SHARED
VOTING POWER 9,402,828 2 |
| | (7) | SOLE
DISPOSITIVE POWER 0 |
| | (8) | SHARED
DISPOSITIVE POWER 9,402,828 2 |
| (9) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,402,828 2 | |
| (10) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |
| (11) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 3 | |
| (12) | TYPE
OF REPORTING PERSON (see instructions) IN | |

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CUSIP No. 23306J101

Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP EG, VHCP Management II and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Ordinary Shares of DBV Technologies S.A.

Item 1.

(a) Name of Issuer:

DBV Technologies S.A.

(b) Address of Issuer’s Principal Executive Offices:

177-181 avenue Pierre Brossolette

92120 Montrouge France

Item 2.

(a) Name of Persons Filing:

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

Venrock Healthcare Capital Partners EG, L.P.

VHCP Management II, LLC

VHCP Management III, LLC

VHCP Management EG, LLC

Nimish Shah

Bong Koh

(b) Address of Principal Business Office or, if none, Residence:

| New
York Office: | Palo
Alto Office: |
| --- | --- |
| 7
Bryant Park | 3340
Hillview Avenue |
| 23rd
Floor | Palo
Alto, CA 94304 |
| New
York, NY 10018 | |

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

(d) Title of Class of Securities:

Ordinary shares, €0.10 nominal value per share (the “Ordinary Shares”).

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Field: Split-Segment; Name: 3

(e) CUSIP Number:

23306J101

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) Amount Beneficially Owned as of June 13, 2022:

| Venrock
Healthcare Capital Partners II, L.P. | 9,402,828 | (1) |
| --- | --- | --- |
| VHCP Co-Investment
Holdings II, LLC | 9,402,828 | (1) |
| Venrock Healthcare
Capital Partners III, L.P. | 9,402,828 | (1) |
| VHCP Co-Investment
Holdings III, LLC | 9,402,828 | (1) |
| Venrock Healthcare
Capital Partners EG, L.P. | 9,402,828 | (1) |
| VHCP Management
II, LLC | 9,402,828 | (1) |
| VHCP Management
III, LLC | 9,402,828 | (1) |
| VHCP Management
EG, LLC | 9,402,828 | (1) |
| Nimish Shah | 9,402,828 | (1) |
| Bong Koh | 9,402,828 | (1) |

(b) Percent of Class as of June 13, 2022:

| Venrock
Healthcare Capital Partners II, L.P. | 9.9 |
| --- | --- |
| VHCP Co-Investment
Holdings II, LLC | 9.9 % |
| Venrock Healthcare
Capital Partners III, L.P. | 9.9 % |
| VHCP Co-Investment
Holdings III, LLC | 9.9 % |
| Venrock Healthcare
Capital Partners EG, L.P. | 9.9 % |
| VHCP Management
II, LLC | 9.9 % |
| VHCP Management
III, LLC | 9.9 % |
| VHCP Management
EG, LLC | 9.9 % |
| Nimish Shah | 9.9 % |
| Bong Koh | 9.9 % |

(i) Sole power to vote or to direct the vote

| Venrock
Healthcare Capital Partners II, L.P. | 0 |
| --- | --- |
| VHCP Co-Investment
Holdings II, LLC | 0 |
| Venrock Healthcare
Capital Partners III, L.P. | 0 |
| VHCP Co-Investment
Holdings III, LLC | 0 |
| Venrock Healthcare
Capital Partners EG, L.P. | 0 |
| VHCP Management
II, LLC | 0 |
| VHCP Management
III, LLC | 0 |
| VHCP Management
EG, LLC | 0 |
| Nimish Shah | 0 |
| Bong Koh | 0 |

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(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

1 Consists of (i) 951,439 shares and 10,520 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 4,265 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 23,147 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 2,315 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 62,581 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of ordinary shares issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise.

VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC.

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Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Item 6. Ownership of More than Five 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.

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CUSIP No. 23306J101

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct.

Dated: June 23, 2022

| Venrock Healthcare
Capital Partners II, L.P. — By: | VHCP Management
II, LLC | By: | VHCP Management
III, LLC | |
| --- | --- | --- | --- | --- |
| Its: | General Partner | Its: | General Partner | |
| By: | /s/
David L. Stepp | By: | /s/
David L. Stepp | |
| | Name: | David L. Stepp | Name: | David L. Stepp |
| | Its: | Authorized Signatory | Its: | Authorized Signatory |
| VHCP Co-Investment
Holdings II, LLC | | VHCP Co-Investment
Holdings III, LLC | | |
| By: | VHCP Management
II, LLC | By: | VHCP Management
III, LLC | |
| Its: | Manager | Its: | Manager | |
| By: | /s/
David L. Stepp | By: | /s/
David L. Stepp | |
| | Name: | David L. Stepp | Name: | David L. Stepp |
| | Its: | Authorized Signatory | Its: | Authorized Signatory |
| VHCP Management
II, LLC | | VHCP Management
III, LLC | | |
| By: | /s/
David L. Stepp | By: | /s/
David L. Stepp | |
| | Name: | David L. Stepp | Name: | David L. Stepp |
| | Its: | Authorized Signatory | Its: | Authorized Signatory |
| Venrock Healthcare
Capital Partners EG, L.P. | | VHCP Management
EG, LLC | | |
| By: | VHCP Management
EG, LLC | /s/
David L. Stepp | | |
| Its: | General Partner | Name: | David L. Stepp | |
| | | Its: | Authorized Signatory | |
| /s/
David L. Stepp | | | | |
| Name: | David
L. Stepp | | | |
| Its: | Authorized
Signatory | | | |

| Bong
Koh |
| --- |
| /s/
David L. Stepp |
| David
L. Stepp, Attorney-in-fact |
| Nimish
Shah |
| /s/
David L. Stepp |
| David L. Stepp,
Attorney-in-fact |

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CUSIP No. 23306J101

EXHIBITS

A: Joint Filing Agreement

B: Power of Attorney for Nimish Shah

C: Power of Attorney for Bong Koh

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EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares of DBV Technologies S.A. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 23 rd day of June, 2022.

| Venrock
Healthcare Capital Partners II, L.P. — By: | VHCP
Management II, LLC | By: | VHCP
Management III, LLC | |
| --- | --- | --- | --- | --- |
| Its: | General
Partner | Its: | General
Partner | |
| By: | /s/
David L. Stepp | By: | /s/
David L. Stepp | |
| | Name: | David
L. Stepp | Name: | David
L. Stepp |
| | Its: | Authorized
Signatory | Its: | Authorized
Signatory |
| VHCP
Co-Investment Holdings II, LLC | | VHCP
Co-Investment Holdings III, LLC | | |
| By: | VHCP
Management II, LLC | By: | VHCP
Management III, LLC | |
| Its: | Manager | Its: | Manager | |
| By: | /s/
David L. Stepp | By: | /s/
David L. Stepp | |
| | Name: | David
L. Stepp | Name: | David
L. Stepp |
| | Its: | Authorized
Signatory | Its: | Authorized
Signatory |
| VHCP
Management II, LLC | | VHCP
Management III, LLC | | |
| By: | /s/
David L. Stepp | By: | /s/
David L. Stepp | |
| | Name: | David
L. Stepp | Name: | David
L. Stepp |
| | Its: | Authorized
Signatory | Its: | Authorized
Signatory |
| Venrock Healthcare
Capital Partners EG, L.P. | | VHCP Management
EG, LLC | | |
| By: | VHCP Management
EG, LLC | /s/
David L. Stepp | | |
| Its: | General Partner | Name: | David L. Stepp | |
| | | Its: | Authorized Signatory | |

| /s/
David L. Stepp | |
| --- | --- |
| Name: | David L. Stepp |
| Its: | Authorized Signatory |

| Bong
Koh |
| --- |
| /s/
David L. Stepp |
| David
L. Stepp, Attorney-in-fact |

Nimish Shah
/s/
David L. Stepp
David
L. Stepp, Attorney-in-fact

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EXHIBIT B

POWER OF ATTORNEY FOR NIMISH SHAH

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

(i) prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

(ii) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23 rd day of June, 2022.

/s/ Nimish Shah

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EXHIBIT C

POWER OF ATTORNEY FOR BONG KOH

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23 rd day of June, 2022.

/s/ Bong Koh

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