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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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DBV TECHNOLOGIES S.A. (Name of Issuer) |
Ordinary Shares, nominal value 0.01 euro per share (Title of Class of Securities) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
MPM BioImpact LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,579,307.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| 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:
MPM BioImpact LLC | |
| (b) | Address or principal business office or, if none, residence:
399 Boylston Street, Suite 1100
Boston, MA 02116 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value 0.01 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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 five Ordinary Shares.
The shares reported herein for the Reporting Person include (i) 9,226,931 Ordinary Shares, and (ii) 4,984,125 Ordinary Shares represented by ADSs. In addition, the Reporting Person beneficially owns pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 17,690,365 Ordinary Shares. The Pre-Funded Warrants may be exercised for Ordinary Shares at the election of the holder thereof, except that the Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker") which precludes the exercise of the Pre-Funded Warrants to the extent that, following the exercise, the holder, together with its Attribution Parties (as defined in the Pre-Funded Warrants") would beneficially own more than 9.99% of the Ordinary Shares outstanding (including any Ordinary Shares represented by ADSs).
As of December 31, 2025, the Reporting Person was prohibited from exercising the Pre-Funded Warrants to the extent that the exercise would result in beneficial ownership of more than 24,579,307 Ordinary Shares by the Reporting Person.
The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The beneficial ownership percentage reported is based on 235,670,864 outstanding Ordinary Shares as of December 31, 2025, as published by the Issuer, plus (ii) 10,368,251 Ordinary Shares of which the Reporting Person may currently acquire upon the exercise of the Pre-Funded Warrants, as limited by the Beneficial Ownership Blocker.
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| (b) | Percent of class:
As of December 31, 2025, the Reporting Person beneficially owned 9.99% of the Ordinary Shares. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of the Reporting Person's cover page of this Schedule 13G has been rounded down to 9.9%. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
24,579,307 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
24,579,307 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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