Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our ADSs have been listed on the Nasdaq Global Select Market under the symbol “DBVT” since October 22,
2014. Prior to that date, there was no public trading market for our ADSs. Our ordinary shares have been trading on Euronext Paris under the symbol “DBV” since March 28, 2012. Prior to that date, there was no public trading market for our ADSs or our ordinary shares.
Holders of Ordinary Shares
As of March 9, 2022, there were approximately 209 holders of record of our ordinary shares and 1 holder of record of our ADSs. The actual number of holders is greater than these numbers of record holders, and includes beneficial owners whose ordinary shares or ADSs are held in street name by brokers and other nominees. This number of holders of record also does not include holders whose shares may be held in trust by other entities. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.
Dividend Policy
We have never paid cash dividends on any of our share capital and currently intend to retain our future earnings, if any, to fund the development and growth of our business.
Recent Sales of Unregistered Equity Securities
During the year ended December 31, 2021, we issued the following unregistered securities:
•
On February 22, 2021, the issuance of 7,500 ordinary shares to a non-U.S. employee upon exercise of 7,500 employee warrants (“bons de souscription de parts de créateur d’entreprise,” or “BSPCEs”) at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 38,475 euros;
82
Table of Contents
•
On March 23, 2021, the grant of an aggregate of 4,000 RSUs to a non-U.S. employee;
•
On March 23, 2021, the grant of an aggregate of 2,200 stock options to a non-U.S. employee. Each stock option is exercisable at an exercise price of 9.30 euros;
•
On May 12, 2021, the issuance of 10,200 ordinary shares to a non-U.S. employee upon exercise of 10,200 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 52,236 euros;
•
On May 17, 2021, the issuance of 10,500 ordinary shares to a non-U.S. employee upon exercise of 10,500 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 53,865 euros;
•
On May 18, 2021, the issuance of 10,800 ordinary shares to a non-U.S. employee upon exercise of 10,800 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 55,404 euros;
•
On May 19, 2021, the grant of an aggregate of 20,000 RSUs to a non-U.S. employee;
•
On May 21, 2021, the issuance of 11,100 ordinary shares to a non-U.S. employee upon exercise of 11,100 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 56,943 euros;
•
On May 26, 2021, the issuance of 21,000 ordinary shares to a non-U.S. employee upon exercise of 21,000 non-employee warrants (“bons de souscription d’action,” or “BSAs”) at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 107,730 euros;
•
On May 28, 2021, the issuance of 11,400 ordinary shares to a non-U.S. employee upon exercise of 11,400 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 58,482 euros;
•
On June 3, 2021, the grant of an aggregate of 39,185 BSAs to a Directors for aggregate proceeds to the Company of 229,232 euros. Each BSA is exercisable for one ordinary share at an exercise price of 10.75 euros;
•
On October 7, 2021, the issuance of an aggregate of 20,000 ordinary shares to a non-U.S. employee upon settlement of RSUs;
•
On November 22, 2021, the grant of an aggregate of 153,800 RSUs to a non-U.S. employee;
•
On November 22, 2021, the grant of an aggregate of 432,100 stock options to a non-U.S. employee. Each stock option is exercisable at an exercise price of 5.87 euros;
•
On November 22, 2021, the grant of an aggregate of 13,700 RSUs to our executive officers;
•
On November 22, 2021, the grant of an aggregate of 420,400 stock options to our executive officers. Each stock option is exercisable at an exercise price of 5.87 euros;
•
On November 24, 2021, the issuance of an aggregate of 58,675 ordinary shares to a non-U.S. employee upon settlement of RSUs;
•
On December 20, 2021, the issuance of an aggregate of 5,400 ordinary shares to a non-U.S. employee upon settlement of RSUs.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, Regulation S, Regulation D or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for
83
Table of Contents
investment only and not with a view to or for sale in connection with any distribution thereof. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. [Reserved].