DBV Technologies SA
For the period ended Dec 31, 2024. Filed Apr 11, 2025.
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FY2024 · Filed Apr 11, 2025
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Item 1A. RISK FACTOR SUMMARY
The below summary risk factors provide an overview of certain of the risks we are exposed to in the normal course of our business activities. The below summary risk factors do not contain all of the information that may be important to investors, and investors should read the summary risk factors together with the more detailed discussion of risks set forth in Part I, Item 1A, “Risk Factors,” of this Annual Report.
We have incurred significant losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future.
We may require additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit, or terminate our product development efforts or other operations.
We are limited in our ability to raise additional share capital, which may make it difficult for us to raise capital to fund our operations.
We are obligated to develop and maintain a system of effective internal controls over financial reporting. These internal controls may be determined to be not effective, which may adversely affect investor confidence in our company and, as a result, the value of our ordinary shares and ADSs.
We depend almost entirely on the successful development of our novel Viaskin technology. We cannot be certain that we will be able to obtain regulatory approval for, or successfully commercialize, Viaskin products.
Our product candidates have undergone and/or will be required to undergo clinical trials that are time-consuming and expensive, the outcomes of which are unpredictable, and for which there is a high risk of failure. If clinical trials of our product candidates fail to satisfactorily demonstrate safety and efficacy to the FDA and other regulators, we, or our collaborators, may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of these product candidates.
In most of our clinical trials, we utilize an oral food challenge procedure intentionally designed to trigger an allergic reaction, which could be severe or life-threatening.
Delays, suspensions and terminations in our clinical trials could result in increased costs to us and delay or prevent our ability to generate revenues.
If our product candidates are not approved by the FDA, or comparable foreign regulatory authorities, we will be unable to commercialize them in the United States or foreign countries.
The approval process outside the United States varies among countries and may limit our ability to develop, manufacture and sell our products internationally. Failure to obtain regulatory approval in foreign countries would prevent our product candidates from being marketed abroad.
Even if we, or our collaborators, obtain regulatory approvals for our product candidates, the terms of approvals and ongoing regulation of our products may limit how we or they market our products, which could materially impair our ability to generate revenue.
Any of our product candidates for which we, or our collaborators, obtain regulatory approval in the future could be subject to post-marketing restrictions or withdrawal from the market and we, and our collaborators, may be subject to substantial penalties if we, or they, fail to comply with regulatory requirements or if we, or they, experience unanticipated problems with our products following approval.
If we do not achieve our projected development and commercialization goals in the timeframes we announce and expect, the commercialization of our product candidates may be delayed, and our business will be harmed.
Access to raw materials and products necessary for the conduct of clinical trials, for commercialization, if approved, and manufacturing of our product candidates and product, if any, is not guaranteed.
Relying on third-party manufacturers may result in delays in our clinical development or commercialization efforts.
We rely, and will rely in the future, on third parties to conduct our clinical trials and perform data collection and analysis, which may result in costs and delays that prevent us from successfully commercializing product candidates.
Even if collaborators with which we contract in the future successfully complete clinical trials of our product candidates, those candidates may not be commercialized successfully for other reasons.
Currently, we do not have commercial-ready marketing and sales infrastructure. If we are unable to establish effective sales or marketing capabilities or enter into agreements with third parties to sell or market our product candidates, we may not be able to effectively sell or market our product candidates, if approved, or generate product revenues.
Our product candidates are regulated as biological products, or biologics, which may subject them to competition sooner than anticipated.
Our product candidates may cause undesirable side effects that could delay or prevent their regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following regulatory approval, if any.
Changes in regulatory requirements, or guidance from the FDA and foreign regulatory authorities or unanticipated events during our clinical trials of Viaskin patch products may occur, which may result in changes to clinical trial protocols or additional clinical trial requirements, and could result in increased costs to us and could delay our development timeline.
If we do not secure collaborations with strategic partners to test, commercialize and manufacture certain product candidates , we may not be able to successfully develop products and generate meaningful revenues.
Our ability to compete may decline if we do not adequately protect our proprietary rights.
Biopharmaceutical patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our patent position.
We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.
Failure or perceived failure to comply with existing or future laws, regulations, contracts, self-regulatory schemes, standards, and other obligations related to data privacy and security (including security incidents) could harm our business. Compliance or the actual or perceived failure to comply with such obligations could negatively affect our operating results and business.
Our failure to maintain certain tax benefits applicable to French technology companies may adversely affect our results of operations.
We may be forced to repay conditional advances prematurely if we fail to comply with our contractual obligations under the applicable innovation grant agreements.
We will need to develop and implement sales, marketing and distribution capabilities before we are able to bring any product candidate to market, if approved, and as a result, we may encounter difficulties in managing this development and expansion, which could disrupt our operations.
If we are not able to comply with the applicable continued listing requirements or standards of the Nasdaq Capital Market, or Nasdaq, our ADSs could be delisted.
The dual listing of our ordinary shares and our ADSs may adversely affect the liquidity and value of the ADSs.
Table of contents
| SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS | F - 2 |
|---|---|
| RISK FACTOR SUMMARY | F - 3 |
| PART I | F - 6 |
| Item 1. Business. | F - 6 |
| Item 1A. Risk Factors. | F - 31 |
| Item 1B. Unresolved Staff Comments. | F - 62 |
| Item 1C. Cybersecurity. | F - 62 |
| Item 2. Properties. | F - 63 |
| Item 3. Legal Proceedings. | F - 64 |
| Item 4. Mine Safety Disclosures. | F - 64 |
| PART II | F - 65 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | F - 65 |
| Item 6. [Reserved]. | F - 65 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | F - 66 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | F - 75 |
| Item 8. Financial Statements and Supplementary Data. | F - 75 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | F - 75 |
| Item 9A. Controls and Procedures. | F - 75 |
| Item 9B. Other Information. | F - 75 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | F - 76 |
| PART III | F - 77 |
| Item 10. Directors, Executive Officers and Corporate Governance. | F - 77 |
| Item 11. Executive Compensation. | F - 77 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | F - 77 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | F - 77 |
| Item 14. Principal Accountant Fees and Services. | F - 77 |
| PART IV | F - 78 |
| Item 15. Exhibits and Financial Statement Schedules. | F - 78 |
| Signatures | F - 81 |
Unless the context otherwise requires, we use the terms “DBV,” “DBV Technologies,” the “Company,” “we,” “us” and “our” in this Annual Report on Form 10-K, or Annual Report, to refer to DBV Technologies S.A. and, where appropriate, its consolidated subsidiaries. “Viaskin®”, “EPIT™” and our other registered and common law trade names, trademarks and service marks are the property of DBV Technologies S.A. or our subsidiaries. All other trademarks, trade names and service marks appearing in this Annual Report on Form 10-K are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Annual Report on Form 10-K may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.