Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer (principal executive officer) and chief financial officer (principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer evaluated the effectiveness of these disclosure controls and procedures and concluded that as of December 31, 2025, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for the assessment of the effectiveness of our internal control over financial reporting. Under the supervision and with the participation of our chief executive officer (principal executive officer) and chief financial officer (principal financial officer), management assessed the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.
Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
As a smaller reporting company, our independent registered accounting firm is not required to issue an attestation report on our internal control over financial reporting.
Changes in Internal Control over Financial Reporting.
There were no changes to our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
F - 79
Item 9B. Other Information.
During the fiscal quarter ended December 31, 2025, none of our officers or directors (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
F - 80
PART III
Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, the Proxy Statement, and/or an amendment to this Form 10-K under cover of Form 10-K/A, the 10-K/A, no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 will be included in the sections titled “Board of Directors and Corporate Governance,” “Information About Our Executive Officers,” “Code of Business Conduct and Ethics” and “ Insider Trading Policy ” in our Proxy Statement and is incorporated herein by reference.
We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver. The full text of our Code of Conduct is available at the Investor Overview—Corporate Governance section of our website at www.dbv-technologies.com . The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.
We have an insider trading policy governing the purchase, sale and disposition of our securities that applies to all of our personnel, including directors, officers, employees and other covered persons. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation.
The information required by this Item 11 will be included in the sections titled “Executive Compensation” (excluding the information under the subheading “Pay Versus Performance”) and “Board of Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be included in the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” in our Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be included in the sections titled “Board of Directors and Corporate Governance” and “Certain Relationships and Related Person Transactions” in our Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 will be included in the section titled “Audit Fees and Services” in our Proxy Statement and is incorporated herein by reference.
F - 81
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The financial statements schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows:
(a)(1) Financial Statements
Reference is made to the financial statements included in Item 8 of Part II hereof.
(a)(2) Financial Statement Schedules
All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.
(a)(3) Exhibits
EXHIBIT INDEX
Exhibit Description Schedule/ Form File Number Exhibit File Date
3.1* By-laws (status) of the registrant (English translation)
4.1 Form of Deposit Agreement
Form F-1/A 333-198870 4.1 10/15/2014
4.2
Form of Amendment No. 1 to Deposit Agreement
Form F-6 POS
333-266202
(a)(i)
05/17/2024
4.3
Form of Amendment No. 2 to Deposit Agreement
Form F-6 POS
333-266202
(a)(ii)
11/12/2024
4.4
Form of American Depositary Receipt
Form F-1/A 333-198870 4.1 10/15/2014
4.5
Description of Registered Securities
Form 20-F 001-36697 2.3 03/20/2020
4.6
Registration Rights Agreement, dated as of March 23, 2018, between the registrant, 667, L.P. and Baker Brothers Life Sciences, L.P.
Form 6-K 001-36697 4.1 03/23/2018
4.7
Registration Rights Agreement, dated as of June 8, 2022, between the registrant and the Investors named therein.
Form 8-K 001-36697 10.2 06/13/2022
4.8
Securities Purchase Agreement, dated as of June 8, 2022, between the registrant and the Subscribers named therein.
Form 8-K 001-36697 10.1 06/13/2022
4.9
Form of Securities Purchase Agreement
Form 8-K
001-36697
10.1
03/31/2025
4.10
Registration Rights Agreement, Dated March 27, 2025, by and between DBV Technologies S.A. and the investor parties thereto.
Form 8-K
001-36697
10.2
03/31/2025
10.1 Office Lease between the registrant and GENERALI VIE, dated March 3, 2025 (English translation)
Form 20-F 001-36697 4.2 04/29/2015
10.2* Office Lease between the registrant and SCI DANTON MALAKOFF, dated October 2, 2023 (English translation)
Form 10-K 001-36697 10.2 03/07/2024
10.3* Lease Agreement between DBV Technologies Inc. and SIG 106 LLC, dated March 28, 2022
Form 10-K 001-36697 10.3 03/07/2024
10.4 Assignment, Development and Co-Ownership Agreement among the registrant, L’Assistance Publique—Hopitaux de Paris and Université Paris Descartes, dated January 7, 2009 (English translation)
Form F-1 333-198870 10.2 09/22/2014
10.4# Development Collaboration and License Agreement between the registrant and NESTEC S.A., dated May 27, 2016
Form 20-F 001-36697 4.14 03/22/2017
10.5# Amendment to Development Collaboration and License Agreement between the registrant and NESTEC S.A., dated July 12, 2018
Form 20-F 001-36697 4.5 04/01/2019
10.6* Letter Agreement Terminating Development Collaboration and License Agreement between registrant and Société des Produits Nestlé S.A. (f/k/a NESTEC S.A.), dated October 26, 2023
Form 10-K 001-36697 10.6 03/07/2024
10.7† Form of Indemnification Agreement between the registrant and each of its executive officers and directors
Form F-1/A 333-198870 10.3 10/15/2014
10.8† 2013 and 2014 Share Option Plans (English translation)
Form F-1/A 333-198870 10.4 09/22/2014
F - 82
10.9† 2012, 2013 and 2014 Free Share Plans (English translation)
Form F-1/A 333-198870 10.5 09/22/2014
10.10† Summary of BSA
Form F-1 333-198870 10.6 09/22/2014
10.11† Summary of BSPCE
Form F-1 333-198870 10.7 09/22/2014
10.12† 2015 Share Option Plan (English translation)
Form 20-F 001-36697 4.10 04/28/2016
10.13† 2015 Free Share Plans (English translation)
Form 20-F 001-36697 4.11 04/28/2016
10.14† 2016 Share Option Plan (English translation)
Form 20-F 001-36697 4.12 03/22/2017
10.15† 2016 Free Share Plan (English translation)
Form 20-F 001-36697 4.13 03/22/2017
10.16† 2017 Share Option Plan (English translation)
Form 20-F 001-36697 4.14 03/16/2018
10.17† 2017 Free Share Plan (English translation)
Form 20-F 001-36697 4.15 03/16/2018
10.18† 2018 Share Option Plan (English translation)
Form 20-F 001-36697 4.17 04/01/2019
10.19† 2018 Free Share Plan (English translation)
Form 20-F 001-36697 4.18 04/01/2019
10.20† 2019 Share Option Plan (English translation)
Form 20-F 001-36697 4.19 03/20/2020
10.21† 2019 Free Share Plan (English translation)
Form 20-F 001-36697 4.20 03/20/2020
10.22† 2020 Share Option Plan (English translation)
Form 10-K 001-36697 10.21 03/17/2021
10.23† 2020 Free Share Plan (English translation)
Form 10-K 001-36697 10.22 03/17/2021
10.24† 2021 Share Option Plan (English translation)
Form 10-K 001-36697 10.22 03/09/2022
10.25† 2021 Free Share Plan (English translation)
Form 10-K 001-36697 10.23 03/09/2022
10.26† 2022 Share Option Plan (English translation)
Form 10-K 001-36697 10.24 03/02/2023
10.27† 2022 Free Share Plan (English translation)
Form 10-K 001-36697 10.25 03/02/2023
10.28† 2023 Share Option Plan (English translation)
S-8 333-275662 99.3 11/20/2023
10.29† 2023 Free Share Plan (English translation)
S-8 333-275662 99.2 11/20/2023
10.30† 2024 Share Option Plan (English translation)
S-8 333-280657 99.1 07/30/2024
10.31† 2024 Free Share Plan (English translation)
S-8 333-280657 99.2 07/30/2024
10.32†
2 025 Stock Option Plan (English Translation)
S-8
99.1
06/24/2025
10.33†
2025 Free Share Plan (English Translation
S-8
99.2
06/24/2025
10.34†
Executive Agreement, dated November 29, 2018, between the registration and Daniel Tassé
Form 10-K 001-36697 10.23 03/17/2021
10.35†
First Amendment to the Executive Agreement of Daniel Tassé, dated June 27, 2019, between the registrant and Daniel Tassé
Form 10-K 001-36697 10.24 03/17/2021
10.36†
Executive Agreement, dated July 22, 2019, between the registrant and Pharis Mohideen
Form 10-K 001-36697 10.25 03/17/2021
10.37†
Letter Agreement, dated as of December 16, 2024, amending the Employment Agreement dated July 19, 2019, by and between registrant and Pharis Mohideen
Form 8-K 001-36697 10.1 12/16/2024
10.38†
Letter Agreement, dated June 26, 2019, between the registrant and Sébastien Robitaille (English translation)
Form 10-K 001-36697 10.26 03/17/2021
10.39†
Letter Agreement, dated December 1, 2019, between the registrant and Sébastien Robitaille (English translation)
Form 10-K 001-36697 10.26 03/17/2021
10.40*†
English Summary Translation of Separation Agreement and Release between Sébastien Robitaille and registrant
Form 10-K 001-36697 10.35 03/07/2024
10.341*†
Letter Agreement, dated November 1, 2023, between the registrant and Virginie Boucinha (English translation)
Form 10-K 001-36697 10.36 03/07/2024
10.42†
English Summary Translation of Letter Agreement dated as of December 16, 2024, amending the Employment Agreement dated November 6, 2023, by and between registrant and Virginie Boucinha
Form 8-K
001-36698
10.2
12/18/2024
10.43†
Executive Agreement, dated November 1, 2025, between the registrant and Kevin Trapp.
10.44 Sales Agreement, dated as of September 5, 2025, by and between DBV Technologies S.A. and Citizens JMP Securities, LLC
Form 8-K
001-36697
1.1
09/05/2025
19.1*
Securities Trading Policy
Form 10-K
001-36698
19.1
04/11/2025
21.1*† List of subsidiaries of the registrant
Form 10-K 001-36697 21.1 03/07/2024
F - 83
23.1* Consent of Deloitte & Associés
23.2* Consent of KPMG S.A.
24.1** Power of Attorney (included on the signature page of this report).
31.1* Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1* Incentive Compensation Recoupment Policy, approved
Form 10-K 001-36697 97.1 03/01/2024
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.
† Indicates a management contract or any compensatory plan, contract or arrangement.
# Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document.
F - 84
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
DBV Technologies S.A.
/s/ Daniel Tassé
Name: Daniel Tassé
Title: Chief Executive Officer
(Principal Executive Officer)
Date: March 26, 2026
Each person whose individual signature appears below hereby authorizes and appoints Daniel Tassé and Virginie Boucinha, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities indicated on March 26, 2026.
Signature
Title
/s/ Daniel Tassé
Daniel Tassé
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Virginie Boucinha
Virginie Boucinha
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Michel de Rosen
Michel de Rosen
Director
/s/ Mailys Ferrere
Mailys Ferrere
Director
/s/ Michael J. Goller
Michael J. Goller
Director
/s/ Danièle Guyot-Caparros
Danièle Guyot-Caparro
Director
/s/ Philina Lee
Philina Lee
Director
/s/ Timothy E. Morris
Timothy E. Morris
Director
/s/ Adora Ndu
Adora Ndu
Director
/s/ Julie O’Neill
Julie O’Neill
Director
/s/ Ravi Madduri Rao
Ravi Madduri Rao
Director
F - 85
Index to Financial Statements
Annual Financial Statements for the Years Ended December 31, 2025 and 2024:
Page
Report of Deloitte & Associés and KPMG S.A., Independent Registered Public Accounting Firms ( Deloitte & Associés , Paris - La Défense , France, PCAOB ID No. 1756 ) ( KPMG S.A , Paris - La Défense , France, PCAOB ID No. 1253 )
F - 2
Consolidated Statements of Financial Position as of December 31, 2025 and 2024
F - 3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024
F - 4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
F - 5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024
F - 6
Notes to the Consolidated Financial Statements
F - 7
F - 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
To the Shareholders and Board of Directors of DBV Technologies S.A.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of DBV Technologies S.A. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, cash flows and changes in shareholders' equity for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are public accounting firms registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
PFW-BS-PFW – Refer to Note 1 to the consolidated financial statements
As disclosed in Note 1 to the consolidated financial statements, on April 7, 2025, the Company completed a financing consisting of (i) the issuance of 34,090,004 new shares with attached warrants (ABSA Warrants) for an amount of $41 million (€38 million) and (ii) the issuance of 71,005,656 units (PFW‑BS‑PFW) for an amount of $85 million (€79 million). Each PFW‑BS‑PFW unit comprised of one pre‑funded warrant to subscribe to one share of the Company (First Pre‑Funded Warrant) and one warrant (BS Warrant) to subscribe to one second pre‑funded warrant (Second Pre‑Funded Warrant). Management concluded that the April 2025 PFW-BS-PFW met the conditions required for equity classification.
We identified the assessment of the accounting classification of the PFW‑BS‑PFW instruments, including the First and Second Pre‑Funded Warrants and related BS Warrants, as a critical audit matter. Challenging auditor judgment and specialized skills and knowledge were required in assessing whether the PFW‑BS‑PFW instruments should be accounted for as either liabilities or equity instruments due to the interpretation of contract provisions within the warrant agreements and application of complex technical accounting guidance.
The following are the primary procedures we performed to address this critical audit matter. We involved professionals with specialized skills and knowledge, who assisted in reading the underlying agreements to understand the relevant contract provisions and in evaluating whether the Company’s accounting classification of PFW‑BS‑PFW instruments, including the First and Second Pre‑Funded Warrants and related BS Warrants, was in accordance with the relevant complex technical accounting guidance.
/s/ Deloitte & Associés
KPMG S.A.
/s/ Renaud Maxime Cambet
Partner
We have served as the Company’s auditor since 2011.
We have served as the Company’s auditor since 2020.
Paris-La Défense, France
March 26, 2026
F - 2
DBV Technologies S.A.
Consolidated Statements of Financial Position
(amounts in thousands, except share and per share data)
December 31, December 31,
Note 2025 2024
Assets
Current assets :
Cash and cash equivalents
3
$
194,167
32,456
Other current assets
4
18,776
11,932
Total current assets 212,943 44,388
Property, plant, and equipment, net
5
10,370
11,306
Right-of-use assets related to operating leases
6
4,575
5,502
Intangible assets
22
40
Other non-current assets
7
5,809
4,423
Total non-current assets 20,775 21,271
Total Assets $ 233,718 65,658
Liabilities and shareholders' equity
Current liabilities:
Trade payables
8
$
40,941
22,032
Short-term operating leases
6
1,117
654
Current contingencies & Employee Benefits
12
217
122
Other current liabilities
8
15,750
8,328
Total current liabilities 58,025 31,136
Long-term operating leases
6
5,409
6,297
Non-current contingencies & Employee Benefits
12
1,513
838
Total non-current liabilities 6,923 7,135
Total Liabilities $ 64,948 38,271
Shareholders’ equity :
Ordinary shares € 0.1 par value; 235,670,864 and 102,847,501 shares authorized, and issued as at December 31, 2025 and December 31, 2024, respectively,
$
26,912
11,651
Additional paid-in capital
541,251
315,613
Treasury stock, 74,680 and 266,868 ordinary shares as of December 31, 2025 and December 31, 2024, respectively, at cost
( 834 )
( 1,309 )
Accumulated deficit
( 393,129 )
( 286,375 )
Accumulated other comprehensive income
497
905
Accumulated currency translation effect
( 5,927 )
( 13,097 )
Total Shareholders’ equity $ 168,770 27,387
Total Liabilities and Shareholder's equity 10
$ 233,718 65,658
The accompanying notes are an integral part of these consolidated financial statements.
F - 3
DBV Technologies S.A.
Consolidated Statements of Operations and Comprehensive Loss
(amounts in thousands, except share and per share data)
Twelve Months Ended December 31,
Notes 2025 2024
Operating income
13
5,636
4,151
Operating expenses
Research and development expenses ( 116,682 )
( 89,342 )
Sales and marketing expenses ( 3,222 )
( 2,659 )
General and administrative expenses ( 32,788 )
( 28,739 )
Total Operating expenses 14
( 152,692 ) ( 120,740 )
Loss from operations
( 147,056 )
( 116,589 )
Financial income (expense)
601
2,726
Loss before taxes
( 146,456 )
( 113,863 )
Income tax
15
( 491 )
( 55 )
Net loss
$
( 146,947 )
( 113,918 )
Foreign currency translation differences, net of taxes
7,170
( 4,222 )
Actuarial gains on employee benefits, net of taxes
( 408 )
163
Comprehensive loss $
( 140,185 ) ( 117,977 )
Basic/diluted Net loss per share attributable to shareholders
18
$
( 1.05 )
( 1.17 )
Weighted average shares outstanding used in computing per share amounts: 139,574,259 96,995,379
The accompanying notes are an integral part of these consolidated financial statements.
F - 4
DBV Technologies S.A.
Consolidated Statements of Cash Flows
(amounts in thousands)
Twelve Months Ended December 31,
Notes 2025 2024
Net loss for the period $ ( 146,947 ) ( 113,918 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and accrued contingencies
3,194
( 925 )
Expenses related to share-based payments
5,387
4,620
Inventory write-downs
14
16,062
1,388
Other elements
( 219 )
( 3 )
Changes in operating assets and liabilities:
Decrease (increase) in inventories and work in progress
( 16,062 )
( 1,388 )
Decrease (increase) in other current assets
4
( 4,699 )
4,629
(Decrease) increase in trade payables
8
15,783
272
(Decrease) increase in other current and non-current liabilities
8
6,521
366
Change in operating lease liabilities and right of use assets
( 203 )
485
Net cash flow used in operating activities ( 121,181 ) ( 104,474 )
Cash flows used in investing activities :
Change in property, plant, and equipment
5
( 532 )
( 2,338 )
Change in intangible assets
( 6 )
( 3 )
Change in non-current other assets
7
( 831 )
1,584
Net cash flows used in investing activities ( 1,369 ) ( 757 )
Cash flows provided by financing activities :
Treasury shares
476
( 47 )
Capital increases, net of transaction costs
10
275,706
634
Net cash flows provided by financing activities 276,182 587
Effect of exchange rate changes on cash and cash equivalents
8,080
( 4,268 )
Net (decrease) / increase in cash and cash equivalents 161,711 ( 108,913 )
Net Cash and cash equivalents at the beginning of the period 32,456 141,367
Net cash and cash equivalents at the end of the period $ 194,167 32,456
The Company now presents inventory write-downs separately from the “Decrease (Increase) in inventories and work in progress” line item. Comparative information has been updated accordingly to ensure consistency.
The accompanying notes are an integral part of these consolidated financial statements.
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DBV Technologies S.A.
Consolidated Statements of Changes in Shareholders’ Equity
(amounts in thousands, except share and per share data)
Ordinary shares
Number of Shares Amount Additional paid-in capital Treasury stock Accumulated deficit Accumulated other comprehensive income (loss) Accumulated currency translation effect Total Shareholders’ Equity
Balance at December 31, 2023
96,431,770 10,972 377,468 ( 1,263 ) ( 238,862 ) 742 ( 8,871 ) 140,187
Net (loss)
—
( 113,918 )
( 113,918 )
Other comprehensive income (loss)
—
163
( 4,222 )
( 4,059 )
Issuance of ordinary shares
405,731
43
( 43 )
Issuance of warrants 6,010,000
636
636
Treasury shares
—
( 47 )
( 47 )
Share-based payments
—
4,620
4,620
Allocation of accumulated net losses
—
( 66,433 )
66,433
Other change in equity
— ( 28 ) ( 4 ) ( 32 )
Balance at December 31, 2024
102,847,501 11,651 315,613 ( 1,309 ) ( 286,375 ) 905 ( 13,097 ) 27,387
Net (loss)
—
( 146,947 )
( 146,947 )
Other comprehensive income (loss)
—
( 408 )
7,170
6,762
Issuance of ordinary shares
132,823,363
15,261
190,391
205,652
Issuance of warrants 70,053
70,053
Treasury shares
—
476
476
Share-based payments
—
5,387
5,387
Allocation of accumulated net losses
—
( 40,193 )
40,193
Other change in equity
—
Balance at December 31, 2025
235,670,864 26,912 541,251 ( 834 ) ( 393,129 ) 497 ( 5,927 ) 168,770
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to the Consolidated Financial Statements
Note 1 Nature of the business and principles and accounting methods
Incorporated in 2002 under the laws of France, DBV Technologies S.A. (“DBV Technologies,” or the “Company”, or “we”, or the “group”) is a late-stage specialty biopharmaceutical company focused on changing the field of immunotherapy by developing a novel technology platform called Viaskin. The Company’s therapeutic approach is based on EPIT, a proprietary method of delivering biologically active compounds to the immune system through intact skin using Viaskin.
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and presented in thousands of U.S. Dollars, except for share and per share data and as otherwise noted. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). We also follow the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern and using the historical cost principle with the exception of certain assets and liabilities that are measured at fair value in accordance with U.S. GAAP. The categories concerned are detailed in the following notes.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency by requiring additional disclosures related to income taxes. The amendments primarily require:
• A tabular reconciliation of the effective tax rate to the statutory rate, including both dollar amounts and percentages, with separate disclosure of items that are equal to or greater than 5% of the statutory rate.
• Disaggregation of income taxes paid between federal, state, and foreign jurisdictions, and identification of any individual jurisdiction that accounts for 5% or more of total income taxes paid.
The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company applied the ASU retrospectively by providing the revised disclosures for the year ended December 31, 2024.
Accounting Pronouncements issued not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income Topic 220 — Expense Disaggregation Disclosures. The guidance requires disclosure of additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. For SEC filers, this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Management evaluated the impact of adopting ASU 2024‑03 and determined that its adoption will result on expanded disclosures on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025‑12, Codification Improvements, which includes a series of technical corrections, clarifications, and minor improvements to existing guidance across various Topics in the FASB Accounting Standards Codification. The amendments are not expected to significantly affect current accounting practices. ASU 2025‑12 is effective for annual and interim reporting periods beginning after December 15, 2026. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In December 2025, the FASB also issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements, which clarifies the scope and applicability of interim reporting guidance, enhances the organization and navigability of required interim disclosures, and introduces a disclosure principle requiring entities to disclose material events or changes that occur after the most recent annual reporting period. For public business entities, the ASU is effective for interim reporting periods in fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its interim reporting disclosures and does not expect it to have a material impact on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative U.S. GAAP guidance for the recognition, measurement, presentation, and disclosure of government grants received by business entities. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2028, including interim periods within those annual periods, with early adoption permitted. The Company is evaluating the potential impact of adopting this guidance on its consolidated financial statements. However, it does not expect a material impact.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.
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Use of estimates
The preparation of the Company’s consolidated financial statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of income and expenses during the period. The estimates and assumptions, developed based on the information available at the time of closing the accounts, particularly relate to:
• The assessment of the fair value of equity-settled share-based compensation plans granted to employees and/or executives, which is performed using actuarial models. These models require the Company to use certain calculation assumptions, such as the expected volatility of the share price and the estimated timing of achieving performance conditions over the vesting period of the share-based compensation plan ;
• The evaluation of the amount of the Research Tax Credit, which is based on eligible internal and external research expenses incurred by the Company during the fiscal year. Only eligible research expenditures are included in the calculation of the Research Tax Credit;
• The recoverability of the Company’s net deferred tax assets and related valuation allowance
• The assumptions used in the valuation of right-of-use assets & operating leases
• The estimate of provisions and contingencies.
The final amounts may differ from these estimates. Management is also required to exercise judgment in the following areas:
Going concern
These Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business for at least twelve months as of date of issuance of the Financial statements. The Company has incurred operating losses and negative cash flows from operations since inception. The Company does not generate revenue and continues to prepare for the potential launch of its first product in the United States and in the European Union, if approved.
In April 2025, the Company completed a PIPE financing generating initial gross proceeds of $ 125.5 million (€ 116.3 million), followed by the full exercise of associated warrants in January 2026 after the announcement of positive Phase 3 VITESSE topline results, resulting in additional gross proceeds of $ 195.0 million (€ 166.7 million).
In addition, in September 2025, the Company established an ATM equity program pursuant to which it may offer and sell up to $ 150.0 million of ADSs, subject to applicable regulatory limits. During the fourth quarter of 2025, the Company raised $ 65 million in gross proceeds through multiple issuances of ADSs.
As a result of the proceeds received from the subsequent exercise of the ABSA and BS warrants of $ 94 million (€ 81 million) and with existing cash and cash equivalents as of December 31, 2025 of $ 194 million, management has determined that the Company has sufficient liquidity to fund its operations for at least twelve months from the date of issuance of this Form 10‑K and that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern are no longer present. With the receipt of the aforementioned proceeds, and based on its current operations, plans, and assumptions, the Company estimates that its cash and cash equivalents are sufficient to fund its operations into the second quarter of 2027.
These estimates are based on the Company’s current forecasts and exclude any additional expenditures related to other programs than the VIASKIN® Peanut or resulting from the potential in licensing or acquisition of additional product candidates or technologies, or any associated development the Company may pursue. The Company may have based these estimates on assumptions that are incorrect, and the Company may end up using its resources sooner than anticipated.
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Significant contracts
March 2025 PIPE Financing
Financing Milestones
On March 27, 2025, the Company announced the 2025 PIPE financing, to advance the VIASKIN Peanut patch through BLA submission and U.S. commercial launch, if approved.
The financing included gross proceeds of $ 125.5 million (€ 116.3 million) received on April 7, 2025, and up to $ 181.4 million (€ 168.2 million at the exchange rate of 1 EUR = $ 1.08 ) in potential additional gross proceeds contingent to the full exercise of all the warrants, subject to satisfaction of specified conditions. The VITESSE Phase 3 study hitting its primary endpoint will trigger an acceleration of the exercise period of some of the warrants. The ABSA Warrants (defined below) will be exercisable from their respective date of issue until the earlier of (i) April 7, 2027 and (ii) 30 days following the publication by the Company of a press release announcing that the ongoing VITESSE trial of the VIASKIN® Peanut patch in children 4-7 years old met the primary endpoint defined in the VITESSE study protocol (the "Vitesse Topline Results"). It being specified that (i) the primary measure of treatment effect will be the difference in response rates at Month 12 between active and placebo treatment groups, (ii) the primary analysis will be based on a 2-sided confidence interval (“CI”) for the difference in response rates, and (iii) the primary analysis must be positive according to the success criterion (lower bound of the 2- sided 95 % CI of the difference in response rates ≥ 15 %) (the “ABSA Warrant Exercise Period”).
Following the announcement of the positive VITESSE Topline Results on December 16, 2025, the ABSA Warrants and BS Warrants were exercisable until January 16, 2026. On January 16, 2026, the Company announced additional gross proceeds of € 166.7 million resulting from the full exercise of (i) 34,090,004 warrants attached to the ABSA Warrants (as defined below) resulting in the issuance of 59,657,507 new ordinary shares of the Company (as defined below) and (ii) 71,005,656 BS Warrants (as defined below) resulting in the issuance of 71,005,656 Second Pre-Funded Warrants (as defined below), allowing its holders to subscribe for an aggregate of up to 124,259,898 new shares.
On January 16, 2026, the Company announced additional gross proceeds of $ 195.0 million (€ 166.7 million at the exchange rate of 1 EUR = $ 1.17 ) resulting from the full exercise of the ABSA Warrants and BS Warrants, following the announcement of the positive VITESSE Topline Results on December 16, 2025. Of these proceeds, $ 100.7 million in gross proceeds (€ 85.7 million, at the exchange rate of 1 EUR = $ 1.17 ) was received as of December 31, 2025, with the remaining amount received in January 2026.
Reminder of the main characteristics of the financing
The exercise of one (1) ABSA Warrant gives the holder the right to subscribe to one point seventy-five ( 1.75 ) ABSA Warrant Shares at a price of € 1.5939 per ABSA Warrant. The financing resulted in an immediate dilution of 22.4 % and a maximal dilution of up to 73.7 % of existing shareholders (on a non-diluted basis) if all the warrants in the Offering are exercised in full. The financing consisted of:
• a share capital increase without preferential subscription rights reserved to categories of persons satisfying determined characteristics pursuant to the 24th resolution of the 2024 General Meeting completed on April 7, 2025 for an amount of $ 41 million (€ 38 million), consisting of the issuance of (i) 34,090,004 new shares at a par value of € 0.10 (the "New Shares") each with warrants of the Company attached (the "ABSA Warrants", and together with the New Shares, the "ABSA") at a subscription price of € 1.1136 per ABSA and (ii) up to 59,657,507 additional new shares, if all the ABSA Warrants attached to the New Shares are exercised (the "ABSA Warrant Shares");
• and the issue through an offering reserved to categories of persons satisfying determined characteristics of 71,005,656 units (the “PFW-BS-PFW”) completed on April 7, 2025 for an amount of $ 85 million (€ 79 million) at a subscription price of € 1.1136 per PFW-BS-PFW (of which € 1.1036 will have been prefunded on the issue date), each PFW-BS-PFW consisting of one pre-funded warrant to subscribe for one share of the Company (the "First Pre-Funded Warrants") and one warrant (the "BS Warrants") to subscribe to one second pre-funded warrants (the "Second Pre-Funded Warrants"), each of which entitles the holder to subscribe for 1.75 shares of the Company (the "Second PFW Shares"), allowing to issue up to 71,005,656 additional new shares if all the First Pre-Funded Warrants are exercised (the "First PFW Shares") and up to 124,259,898 additional new shares if all the Second Pre-Funded Warrants are exercised (the "Second PFW Shares", together with the ABSA Warrant Shares and the First Pre-Funded Warrant Shares, the "Warrant Shares", and together with the New Shares, the "Offered Shares"),(together, the "Offering").
Use of proceeds
The proceeds from the issue of the ABSA Warrants and BS Warrants, together with existing cash and cash equivalents, will be mainly used (i) for working capital and general corporate purposes, (ii) to finance the preparation and submission of a potential Biologics License Application (BLA) as well as (iii) efforts to support, the readiness of the potential launch of VIASKIN® Peanut for children aged 4-7 years in the US, if approved.
Accounting treatment
To properly account for pre-funded warrants under US GAAP, an issuer must first apply ASC 480 – Distinguishing liabilities from equity, and then from ASC 815 – Derivatives and Hedging ASC 480 – DISTINGUISHING LIABILITIES FROM EQUITY
Under ASC 480–10–25, a financial instrument should be classified as liability if:
(i) It is mandatorily redeemable,
(ii) It represents an unconditional obligation to repurchase the issuer’s equity shares,
(iii) It requires the issuer to deliver a variable number of shares or net cash settlement.
In our view, April 2025 prefunded warrants avoid all ASC 480 triggers as they meet the following conditions:
(i) Freestanding and detachable: they are legally separable from other instruments,
(ii) Fixed exercise terms: they entitle the holder to a fixed number of shares upon exercise,
(iii) No redemption obligations: they do not require the issuer to transfer cash to repurchase shares.
ASC 815 – DERIVATIVES AND HEDGING
ASC 815 – 40 – Contracts in Entity’s Own Equity addresses whether an equity-linked contract, qualifies as equity in the entity’s financial statements. Indexation to the Company’s own stock. The first condition that must be met for an equity-linked instrument to qualify as equity is to be considered indexed to the entity’s own stock in accordance with ASC 815-40-15. To determine whether an equity-linked instrument is indexed to the Entity’s own stock, a 2-step analysis must be performed:
F - 9
• Step 1 – Evaluate whether the instrument contains any exercise contingencies, and, if so, whether they disqualify the instrument from being classified as equity,
• Step 2 – Assess whether the settlement terms are consistent with equity classification.
Based on the above elements Prefunded warrants are to be indexed to the Company’s stock.
Equity classification
As Pre-Funded warrants require a settlement in shares (physical settlement) and neither give rise to a net-cash settlement nor provide the option of settlement in shares or net cash settlement, they shall be initially classified as equity. Other conditions necessary for equity classification are met:
• The Company has sufficient authorized and unissued shares available to settle the contract after considering all other commitments that may require the issuance of stock during the maximum period the Pre-Funded warrants could remain outstanding.
• The contract contains an explicit limit on the number of shares ( 1 share per First Pre-Funded warrant and up to 71,005,656 in total and 1.75 share per Second Prefunded warrant and up to 124,259,898 in total) to be delivered in a share settlement. Adjustments to the exercise ratio are subject to the occurrence of specific events and result from the application of determined formulas.
• There is no required cash payment if DBV Technologies S.A. fails to timely file. There is no requirement to net cash settle the contract in the event the entity fails to make timely filings with the SEC or to maintain registration.
• There are no cash settled top-off or make-whole provisions. April 2025 Prefunded warrants can be classified as equity and shall be accounted for in permanent equity. Subsequent changes in fair value shall not be recognized as long as they continue to be classified as equity.
Upon exercise of the pre-funded warrants, the Company issued common shares in accordance with the terms of the warrants. The accounting treatment for the exercise is as follows:
• The par value of the newly issued common shares is recorded in ‘Common stock’. Any additional amount, including the exercise price paid and the remaining carrying amount of the warrants is recorded in ‘Additional paid‑in capital.
• No gain or loss was recognized in the Consolidated Statements of Operations and Comprehensive Loss as the warrants were classified as equity from inception.
• The Company updated its share count and equity roll-forward to reflect the issuance of shares.
Manufacturing Supply Agreement - PSM “Peanut Source Material “ Fareva La Vallée
On March 17, 2026, DBV Technologies S.A. entered into the MS Agreement with FLV, under which FLV will manufacture and supply the PSM, exclusively for DBV Technologies S.A. during the agreement term. The term is effective for a period of eight ( 8 ) years and can be renewed for a period of two ( 2 ) years.
This contract is subsequent to the initial PSM Service Agreement entered into on March 18, 2024 by the Company and FLV for the construction of a dedicated facility (PSM Facility) and the transfer of manufacturing of the PSM required to produce Viaskin Peanut patches. This contract also included binding commercial terms which were incorporated into the MS Agreement.
The PSM Services Agreement services include (i) construction activities, (ii) the acquisition equipment, and (iii) the cGMP qualification of a dedicated PSM production line installed at FLV’s premises. DBV has funded capital expenditures amounting to $ 3.9 million, granting access to preferential pricing and to an exclusively dedicated PSM production line located at FLV’s facilities, while ownership of the line remains with FLV. The assessment of the Master Supply Agreement concludes that the arrangement contains an embedded lease within the scope of ASC 842 (Leases), based on the following criteria:
– Identified asset: The dedicated PSM production line represents an identified asset, and the supplier does not have substitution rights.
– Control of use: The Company has (i) the right to obtain substantially all of the economic benefits from use of the asset, through exclusive access to the production capacity, and (ii) the right to direct the use of the asset, including decision‑making authority over relevant activities such as production volumes, scheduling, and operating methods.
In accordance with ASC 842‑10‑25‑2, the right‑of‑use asset will be recognized at the lease commencement date, defined as the date on which the production line is made available for use following completion of cGMP qualification. As the lease commencement date occurs in 2026, no recognition or reclassification is required for FY2025. The disclosure has therefore been limited to describing the accounting treatment upon commencement. In accordance with ASC 855 (Subsequent Events), the year‑end assessment is limited to the identification of the embedded lease, the separation of lease and non‑lease components of the arrangement, and the reclassification of the payment related to the exclusive access right as prepaid rent under ASC 842.
The Company has non-cancellable minimum commitments for PSM, subject to the terms of the MS Agreement. At the end of a 36-month period starting from the first commercial batch delivery, if the Company has not ordered any batches, excluding technical and validation batches, the Company shall pay FLV an amount not to exceed $ 0.6 million .
F - 10
Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.
The following list presents all entities included in the consolidation scope for the years ended December 31, 2024 and 2025, as well as their country of incorporation and the percentage of ownership interests:
• DBV Technologies Inc. was incorporated in Delaware on April 7, 2014 (the “U.S. subsidiary”). The share capital of this U.S. subsidiary is 100 % owned by DBV Technologies S.A.;
• DBV Australia Pty Ltd. was incorporated in New South Wales, Australia on July 3, 2018 (the “Australian subsidiary”). The share capital of this Australian subsidiary is 100 % owned by DBV Technologies S.A.;
• DBV Pharma was incorporated in Paris on December 31, 2018 (the “French subsidiary”). The share capital of this French subsidiary is 100 % owned by DBV Technologies S.A.
Foreign Currency Matters
Functional Currency and Translation of Financial Statements in Foreign Currency
The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Company, being the Euro. The statements of financial position of consolidated entities having a functional currency different from the presentation currency are translated at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive loss and statements of cash flow of such consolidated entities are translated at the weighted average exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders’ Equity.
Conversion of Foreign Currency Transactions
Foreign currency transactions are converted to functional currency of the entity at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statement of Operations and Comprehensive Loss in Operating income (expenses) or Financial income (expenses) depending on the nature of the underlying monetary item.
Intangible Assets
Acquired intangible assets are accounted for at acquisition cost less accumulated amortization. Acquired intangible assets are mainly composed of software amortized on a straight-line basis over their estimated useful lives comprised between one and three years . Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The costs related to the acquisition of licenses to software are posted to assets on the basis of the costs incurred to acquire and to implement the software.
Research and Development Expenditures
Research and development expenditures are charged to expense as costs are incurred in performing research and development activities. Research and development costs include all direct costs, including salaries, share-based payments and benefits for research and development personnel, outside consultants, costs of clinical trials, costs related to manufacturing clinical study materials, sponsored research, clinical trials insurance, other outside costs, depreciation, and facility costs related to the development of drug candidates. The Company records upfront, non-refundable payments made to outside vendors, or other payments made in advance of services performed or goods being delivered, as prepaid expenses, which are expensed as services are performed or the goods are delivered.
Lease contracts
The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate leases, leases for industrial equipment and leases for office equipment.
The Company’s real estate leases typically include options and features including rent free periods, rent escalation periods, renewal options and early termination options. The lease term is defined contract-by-contract and corresponds to the non-cancelable period of the lease taking into account the optional periods that are reasonably certain to be exercised.
The Company recognizes operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date.
F - 11
The Company does not recognize a lease liability or right of use asset for leases with a term of 12 months or less. Operating lease right of use assets are presented as operating lease right of use assets on the consolidated balance sheet. To date, the Company has recognized a single lease cost under which the operating lease right of use and liability are amortized on a straight-line basis over the lease term, and categorized within Operating Expense in the Consolidated Statement of Operations. The operating lease cash flows are categorized under Net Cash Used in Operating Activities in the Consolidated Statement of Cash Flows. Variable costs are expensed in the period incurred.
Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rates based on the information available at commencement date in determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at their acquisition cost.
Property, plant, and equipment are depreciated on a straight-line method over the estimated useful lives of the property. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term.
Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows:
Property, plant, and equipment item period Depreciation
Laboratory equipment and technical facilities
3 to 10 years
Building fixtures and leasehold improvements
5 to 9 years
Office equipment and furniture
5 years
Computer equipment
3 years
Impairment of assets
The Company periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or the estimated useful life is no longer appropriate. If indicators of impairment exist and the recoverable value of the asset on an undiscounted cash flow basis is less than the carrying amount, an impairment loss is recorded to the extent the carrying amount exceeds its fair value.
Financial Instruments
The following section details the principles applicable to non-derivative and derivative financial instruments, with a focus on classification, measurement, and impairment.
Non-Derivative Financial Assets: Classification and Measurement
Financial assets that are not derivatives are classified based on management’s intent and the asset’s characteristics. The company has mainly deposits and receivables that are not securities that are typically measured at amortized cost, less any allowance for credit losses.
Non-Derivative Financial Liabilities: Classification and Measurement
Financial liabilities that are not derivatives are initially recognized at fair value, net of transaction costs directly attributable to the issuance. Subsequent measurement is generally at amortized cost using the effective interest method. If a liability is designated as held for trading or accounted for under the fair value option (ASC 825), it is measured at fair value, with changes recognized in earnings. Interest expense on financial liabilities is recognized in the income statement.
Derivative Financial Instruments: Recognition and Measurement
All derivative instruments are recognized initially at fair value, with subsequent changes in fair value recognized in earnings unless the derivative qualifies for hedge accounting under ASC 815. For qualifying hedges, the accounting treatment depends on the type of hedge (fair value, cash flow, or net investment). Derivatives not designated as hedging instruments are measured at fair value with gains and losses reported in earnings, typically within other income or expense. Transaction costs directly attributable to derivatives are expensed as incurred.
F - 12
Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
• Level 1—Quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
• Level 2—Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Fair value determined through the use of models or other valuation methodologies;
• Level 3—Significant unobservable inputs for assets or liabilities that cannot be corroborated by market data. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available and includes situations where there is little market activity for the asset or liability.
The asset’s or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The Company’s policy is to recognize transfers between levels of the fair value hierarchy in the period the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 1, 2, or 3 during the periods presented.
Inventories and Work in Progress
Under ASC 330, Inventories are measured at the lower of cost or net realizable value, and any write-downs are permanent. The cost of inventories includes:
• Acquisition costs of raw materials,
• Conversion costs (including services and indirect costs),
• Other costs incurred to bring the inventories to their present location and condition.
The Company applies the weighted average cost method at period-end for inventory valuation. This approach calculates a weighted average cost of the items available at the end of each period, ensuring consistent valuation of production batches.
The Company also uses standard cost for analytical tracking and industrial management. Variances between standard costs and actual costs, which flow through profit or loss, are analyzed and allocated to inventories when significant.
Inventories mainly consist of work in progress related to the production of initial batches intended for commercialization.
As the company is currently under Phase 3 of its clinical development and awaiting regulatory approvals, all pre-commercial inventories have been fully written down. Reversals of inventory write-downs are prohibited, even if inventories are subsequently sold.
Cash and Cash Equivalents
Cash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a short term remaining maturity at the date of purchase or less, readily convertible to known amounts of cash, for which the risk of changes in value is considered to be insignificant. Demand deposits therefore meet the definition of cash equivalents. Cash equivalents are measured at fair value using Level 1 and any changes are recognized in the Consolidated Statements of Operations and Comprehensive Loss.
Share Capital
Ordinary shares are classified under Shareholders’ Equity. The costs of share capital transactions that are directly attributable to the issue of new shares or options are recorded in the Consolidated Financial Statements in Shareholders’ Equity as a deduction from the proceeds from the issue, net of tax.
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Share-based payments
In accordance with U.S. GAAP, specifically ASC 718, Compensation—Stock Compensation, these awards are measured at their fair value on the date of grant. The fair value is amortized in personnel expenses (allocated by function in the Consolidated Statements of Operations and Comprehensive Loss) on a straight-line basis over the requisite service (vesting) period typically four years, with a corresponding increase in shareholders’ equity. The expense measurement also takes into account the level of achievement of performance conditions, where applicable and on the legal interpretation of the RSUs award agreements with employees under the French labor laws and related jurisprudence. Changes in interpretations could significantly impact on the accounting for the share-based payments.
Since its incorporation, the Company has established several plans for equity compensation issued in the form of employee warrants (bons de souscription de parts de créateur d’entreprise or “BCEs”), stock options (“SO”), and restricted stock units (“RSUs”) granted to employees and/or executives. The company has also established several plans for equity compensation issued in the form of “share warrants” (bons de souscription d’actions or “BSAs”) granted to non-employee members of the Board of Directors and members of the Scientific Advisory Board.
Stock Option Plans (“SO”)
The fair value of stock option plans is measured at the grant date using Black and Sholes models that require inputs based on certain subjective assumptions, including the expected term of the award, and the conditions of each equity plan. The expense recognized reflects the estimated forfeiture rate of the options. This expense is adjusted over the vesting period to reflect the actual forfeiture rate due to departures and the achievement of non-market performance criteria.
At each closing date, the Company reassesses the number of options expected to vest. If applicable, the impacts of such revised estimates are recognized in the Consolidated Statements of Operations and Comprehensive Loss, with a corresponding adjustment in shareholders’ equity. The awards are not subject to any market conditions.
Restricted Stock Unit Plans (“RSU”)
The fair value of the granted shares is based on the market price of the Company’s stock at the grant date. Other conditions are considered in estimating the number of shares expected to vest during the vesting period, and this number is finally adjusted based on the actual number of shares vested at the vesting date.
Government grants and conditional advances
The Company benefits from various forms of government assistance, including grants and conditional advances.
In the absence of specific authoritative guidance under U.S. GAAP applicable to for‑profit entities, the Company accounts for government grants by analogy to IAS 20 Accounting for Government Grants and Disclosure of Government Assistance , which management believes provides the most relevant and reliable accounting framework.
Government grants are recognized when there is reasonable assurance that:
• the Company will comply with the conditions attached to the grants; and
• the grants will be received.
Non‑refundable grants are initially recorded as deferred income and are recognized in the statement of operations as “Other operating income” on a systematic basis over the period of the related research program to which the grants relate.
A government grant receivable that is intended either to compensate for expenses or losses already incurred, or to provide immediate financial support to the Company with no future related costs, is recognized in income in the period in which the receivable becomes earned and realizable.
Research Tax Credit specific considerations
The research tax credit ( crédit d’impôt recherche ) is granted to companies by the French tax authorities in order to encourage them to conduct technical and scientific research. Companies that prove that they have expenditures that meet the required criteria receive a tax credit that can be used against the payment of the income tax due for the fiscal year in which the expenditures were made and the next three fiscal years, or, as applicable, can be reimbursed for the excess portion. The expenditures taken into account for the calculation of the Research Tax Credit involve only research expenses.
In the fiscal year ended December 31, 2021, the Company recovered its Small and Medium-sized Enterprises (“SMEs”) status under EU law, and became therefore eligible again for the immediate reimbursement of the Research Tax Credit.
F - 14
Contingencies
An estimated loss from a loss contingency is recognized if the following two conditions are met:
• information available before the consolidated financial statements are issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements; and
• the amount of loss can be reasonably estimated.
With respect to litigations and claims that may result in a liability to be recognized, we exercise significant judgment in measuring and recognizing a liability or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimates are subject to change as new information becomes available.
Employee benefits
Depending on the laws and practices of the countries in which the Company operates, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, the Company recognizes them as expenses when they become payable, with the Company’s commitment being limited to our contributions.
The liability with respect to defined benefit plans is estimated using the following main assumptions:
• discount rate;
• future salary increases;
• employee turnover; and
• mortality tables.
The difference between the amount of the liability at the beginning of a fiscal year and at the close of that year is recognized through profit or loss for the portion representing the costs of services rendered and through other comprehensive income (loss) for the portion representing the actuarial gains and losses. Service costs are recognized in profit or loss and are allocated by function.
Actuarial gains and losses result from changes in actuarial assumptions and from differences between assumed and actual experience. Gains and losses recorded in other comprehensive income (loss) are amortized over expected remaining service periods to the extent they exceed 10% of the projected benefit obligation for the defined benefit plan.
The Company’s payments for the defined-contribution plans are recognized as expenses in the Consolidated Statements of Operations and Comprehensive Loss for the period with which they are associated.
Income Tax
Income taxes are accounted for under the asset and liability method of accounting.
Deferred Taxes
Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the financial reporting carrying amounts and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. The Company may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, management determines that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, the Company will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on the Company’s financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.
Uncertain tax position
Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.
Income Tax Disclosures
In December 2023, the FASB issued ASU 2023 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency by requiring additional disclosures related to income taxes. The amendments primarily require:
• A tabular reconciliation of the effective tax rate to the statutory rate, including both dollar amounts and percentages, with separate disclosure of items that are equal to or greater than 5% of the statutory rate.
• Disaggregation of income taxes paid between federal, state, and foreign jurisdictions, and identification of any individual jurisdiction that accounts for 5% or more of total income taxes paid.
The Company applied the ASU retrospectively by providing the revised disclosures for the year ended December 31, 2024.
F - 15
As a French listed company, DBV determined its statutory tax rate based on its country of domicile, France [Domestic], which has a corporate income tax rate of 25%. In accordance with the income tax rate reconciliation and disaggregation requirements of ASU 2023‑09, the Company evaluates income taxes paid by jurisdiction rather than solely by domicile.
Pursuant to the Company’s transfer pricing arrangements, DBV incurred and paid U.S. income taxes representing 100% of total income taxes paid for fiscal year 2024. Accordingly, the United States is presented as a separate significant jurisdiction. Income taxes paid in other foreign jurisdictions are aggregated within the “Foreign” category, with Australia comprising the remaining foreign taxes paid.
Segment Information
The Company operates in a single operating segment: the conducting of research and development of epicutaneous immunotherapy products in order to market them in the future. The assets, liabilities, and operating losses recognized are primarily located in France.
Other Items in the Comprehensive Loss
Comprehensive loss is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes changes in equity that are excluded from net income (loss), such as foreign currency translation adjustments. These changes in equity are presented net of tax.
Net Loss Per Share
The Company calculates basic and diluted net loss per ordinary share by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period. For the years ended December 31, 2025 and 2024, the Company has excluded the effects of all potentially dilutive shares, which include outstanding ordinary stock options, warrants to purchase ordinary shares, and restricted stock units, from the weighted-average number of ordinary shares outstanding as their inclusion in the computation for these years would be anti-dilutive due to net losses incurred.
Subsequent Events
The Consolidated Statements of Financial Position and the Consolidated Statements of Operations and Comprehensive Loss of the Company are adjusted to reflect the subsequent events that alter the amounts related to the situations that existed as of the end of the period covered. The Company has evaluated subsequent events from the balance sheet date through the issuance date of this report.
F - 16
Note 2 Significant Events and Transactions of the Period
March 2025 PIPE Financing
The Company raised proceeds in the 2025 PIPE consisting of i) a share capital increase without preferential subscription rights reserved to categories of persons satisfying determined characteristics pursuant to the 24th resolution of the 2024 General Meeting completed on April 7 2025, for an amount of € 38 million ($ 41 million), consisting of the issuance of (i) 34,090,004 new shares at a par value of € 0.10 (the "New Shares") each with warrants of the Company attached (the "ABSA Warrants", and together with the New Shares, the "ABSA") at a subscription price of € 1.1136 per ABSA and (ii) up to 59,657,507 additional new shares, if all the ABSA Warrants attached to the New Shares are exercised (the "ABSA Warrant Shares"); and ii) the issue through an offering reserved to categories of persons satisfying determined characteristics of 71,005,656 units (the “PFW-BS-PFW”) completed on April 7, 2025 for an amount of € 79 million ($ 85 million) at a subscription price of € 1.1136 per PFW-BS-PFW (of which € 1.1036 will have been prefunded on the issue date), each PFW-BS-PFW consisting of one pre-funded warrant to subscribe for one share of the Company (the "First Pre-Funded Warrants") and one warrant (the "BS Warrants") to subscribe to one second pre-funded warrants (the "Second Pre-Funded Warrants"), each of which entitles the holder to subscribe for 1.75 shares of the Company (the "Second PFW Shares"), allowing to issue up to 71,005,656 additional new shares if all the First Pre-Funded Warrants are exercised (the "First PFW Shares") and up to 124,259,898 additional new shares if all the Second Pre-Funded Warrants are exercised (the "Second PFW Shares", together with the ABSA Warrant Shares and the First Pre-Funded Warrant Shares, the "Warrant Shares", and together with the New Shares, the "Offered Shares"). The Company received initial gross proceeds of $ 125.5 million (€ 116.3 million) on April 7, 2025.
On January 16, 2026, the Company announced additional gross proceeds of $ 195.0 million (€ 166.7 million at the exchange rate of 1 EUR = $ 1.17 ) resulting from the full exercise of the ABSA Warrants and BS Warrants, following the announcement of the positive VITESSE Topline Results on December 16, 2025. Of these proceeds, $ 100.7 million in gross proceeds (€ 85.7 million, at the exchange rate of 1 EUR = $ 1.17 ) was received as of December 31, 2025, with the remaining amount received in January 2026.
The Accounting treatment is detailed into Note 1 Nature of the business and principles and accounting methods, Significant contracts .
At-The-Market (“ATM”) equity program offering
In September 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with Citizens JMP Securities, LLC (“Citizens”), with respect to an equity offering program (the “ATM Offering”) pursuant to which the Company may offer and sell ADSs, from time to time, through Citizens as its sales agent. Pursuant to the Sales Agreement and a prospectus supplement the Company has filed related to the ATM Offering, the Company may offer and sell ADSs having an aggregate offering price of up to $ 150.0 million from time to time through Citizens. The issuance and sale, if any, of the ADSs by the Company under the Sales Agreement will be made pursuant to the Company’s previously filed and effective registration statement on Form S-3 (Registration Statement No. 333-271166). Sales of the Company’s ADSs, if any, in the ATM Offering may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act from time to time. Pursuant to the ATM Offering, the Company received (i) a total gross amount of $ 30 million from the sale of 11,538,460 Ordinary Shares (underlying 2,307,692 ADSs) on October 6, 2025, (ii) a total gross amount of $ 30 million from the sale of 10,714,300 Ordinary Shares (underlying 2,142,860 ADSs) on October 29, 2025, and (iii) a total gross amount of $ 5 million from the sale of 1,700,000 Ordinary Shares (underlying 340,000 ADSs) on November 19, 2025.
The Company entered into a Manufacturing & Supply Agreement with SANOFI on August 29, 2025
On August 29, 2025, the Company entered into a Supply Agreement with SANOFI under which SANOFI will manufacture and supply the Viaskin Peanut API for the Company during the agreement term. The Agreement has an initial term of 4 years with a possibility to extend for an additional period. The effective date is January 1, 2025. This Agreement includes terms related to manufacturing, quality control, pricing, volume commitments, and supply obligations. The Agreement is designed to support commercial-scale API manufacturing capacity in preparation for a potential BLA submission and subsequently, the commercial launch of the Viaskin Peanut patch in the United States, if approved.
The Company has non-cancellable minimum commitments for products and services under the Supply Agreement. Under US GAAP, take-or-pay arrangements are generally considered firm purchase commitments. As of December 31, 2025, the Company has assessed its ability to meet the obligations as per U.S. GAAP requirements (ASC 440-10: Commitments, ASC 450-20: Loss Contingencies and ASC 330-10-35: Inventory and purchase commitments) and confirm to commit to agreed volumes. Hence, we have not recognized on the balance sheet any loss provision.
The Company expects to incur expenditures related to support for BLA and PAI preparation, cold storage rental, over the Supply Agreement term. These expenditures are consistent with the Company’s planned investments to strengthen its supply chain readiness ahead of potential regulatory milestones.
Implementation of a foreign exchange SWAP (Non-qualified derivative instrument)
DBV Technologies S.A. entered on December 30, 2025, into a foreign currency swap with Société Générale to reduce the exposure to US dollar related to the operations with DBV Technologies Inc. in the United States.
This instrument is based on a notional amount corresponding to the month-end treasury current account balance, valued at the spot rate on the transaction date, with a maturity running until the end of the following month to hedge the subsidiary's immediate operating needs, it can be completed by additional comparable derivatives in order to hedge additional needs. As of December 31, 2025, the notional amount is $ 1.8 million with an initial spot rate of 1.1765 , with a rate of 1.1790 with a maturity January 30, 2026. The “mark-to-market" valuation of the instrument as of December 31, 2025, is $( 5 ) thousands.
F - 17
Legal Proceedings
From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. We are not currently subject to any material legal proceedings.
Note 3 Cash and Cash Equivalents
The following table presents for each reported period, the breakdown of cash and cash equivalents:
December 31,
2025 2024
Cash
127,118
32,456
Cash equivalents
67,050
—
Total cash and cash equivalents as reported in the statements of financial position 194,167 32,456
Cash equivalents are convertible into cash at no or insignificant cost on demand within 32 days or less. They are measured using Level 1 fair value measurements.
Note 4 Other Current Assets
Other current assets consisted of the following:
December 31,
2025 2024
Research tax credit
5,860
3,980
VAT Assets
8,711
4,452
Prepaid expenses
2,628
1,541
Other receivables
1,577
1,959
Total 18,776 11,932
The other tax claims are primarily related to deductible VAT. Prepaid expenses are comprised primarily of finance, legal as well as scientific consulting fees and insurance expenses. Prepaid expenses also include upfront payments which are recognized over the term of the ongoing clinical studies.
Research tax credit
In the fiscal year ended December 31, 2021, the Company recovered its Small & Medium Enterprise “SME” status under EU law, and became therefore eligible again for the immediate reimbursement of the Research Tax Credit.
During the year ended December 31, 2025, the Company received the reimbursement of 2024 fiscal year research tax credit for a total amount of $ 4.3 million.
The variance in Research Tax Credit disclosed is detailed below:
Amount in thousands of US Dollars
Opening research tax credit receivable as of January 1, 2024
8,857
+ Other operating income 4,146
- Payment received ( 8,676 )
- Adjustment and currency translation effect ( 348 )
Opening research tax credit receivable as of January 1, 2025 3,980
+ Other operating income
5,636
- Payment received
( 4,328 )
- Adjustment and currency translation effect
573
Closing research tax credit receivable as of December 31, 2025 5,860
Of which - Non-current portion
—
Of which - Current portion
5,860
F - 18
Note 5 Property, Plant, and Equipment
Property and equipment, net consisted of the following:
01/01/2024 Currency translation effect Increase Decrease Reclassification 31/12/2024
Laboratory equipment
24,839
( 1,501 )
—
—
388
23,726
Fixture and installations
3,327
( 116 )
30
( 3,042 )
1,113
1,312
Computer equipment
1,977
( 87 )
1
—
( 101 )
1,790
Other property, plant and equipment
—
( 42 )
—
( 7 )
871
822
Property, plant, and equipment in progress
1,433
( 77 )
2,101
—
( 2,271 )
1,185
Total, gross 31,576 ( 1,825 ) 2,132 ( 3,049 ) — 28,834
Accumulated depreciation of laboratory equipment
( 13,539 )
901
( 2,274 )
—
—
( 14,912 )
Accumulated depreciation of fixtures and installations
( 2,933 )
63
( 271 )
3,042
—
( 99 )
Accumulated depreciation of computer equipment
( 1,262 )
68
( 152 )
—
—
( 1,346 )
Accumulated depreciation of other property, plant and equipment
( 1,219 )
66
( 24 )
6
—
( 1,171 )
Less accumulated amortization and depreciation
( 18,954 )
1,098
( 2,721 )
3,049
—
( 17,528 )
Total, net 12,622 ( 726 ) ( 589 ) — — 11,306
01/01/2025 Currency translation effect Increase Decrease Reclassification 12/31/2025
Laboratory equipment
23,726
3,139
—
—
783
27,648
Fixture and installations
1,312
168
—
—
—
1,480
Computer equipment
1,790
196
15
—
48
2,048
Other property, plant and equipment
822
91
1
—
1
914
Property, plant, and equipment in progress
1,185
145
667
( 11 )
( 831 )
1,156
Total, gross 28,834 3,740 683 ( 11 ) — 33,245
Accumulated depreciation of laboratory equipment
( 14,912 )
( 2,059 )
( 2,654 )
—
—
( 19,625 )
Accumulated depreciation of fixtures and installations
( 99 )
( 18 )
( 177 )
—
—
( 295 )
Accumulated depreciation of computer equipment
( 1,346 )
( 146 )
( 141 )
—
—
( 1,633 )
Accumulated depreciation of other property, plant and equipment
( 1,171 )
( 137 )
( 15 )
—
—
( 1,323 )
Less accumulated amortization and depreciation
( 17,528 )
( 2,361 )
( 2,987 )
—
—
( 22,876 )
Total, net 11,306 1,379 ( 2,304 ) ( 11 ) — 10,370
The depreciation and amortization expense for each of the years ended December 31, 2025 and 2024 was $ 3.0 million and $ 2.7 million respectively.
F - 19
Note 6 Lease contracts
Future minimum lease payments under the Company’s operating leases’ right of use as of December 31, 2025 and 2024, are as follows:
(Amounts in thousands of US Dollars)
31/12/2025 31/12/2024
Real Estate Other assets Total Real Estate Other assets Total
Current portion
1,335
77
1,412
810
26
836
Year 2
977
7
984
1,222
7
1,228
Year 3
977
7
984
1,230
7
1,237
Thereafter
4,247
2
4,248
5,127
9
5,136
Total minimum lease payments
7,534
93
7,628
8,388
49
8,437
Less: Effects of discounting
( 1,098 )
( 5 )
( 1,102 )
( 1,463 )
( 23 )
( 1,486 )
Present value of lease liabilities 6,436 88 6,526 6,925 26 6,951
Less: current portion
( 1,043 )
( 74 )
( 1,117 )
( 648 )
( 6 )
( 654 )
Long-term lease liabilities 5,394 14 5,409 6,278 20 6,297
Weighted average remaining lease term (years)
6.95
0.19
7.49
0.02
Weighted average discount rate 5.02 % 0.07 % 5.02 % 0.02 %
The Company recognizes rent expense, calculated as the remaining cost of the lease allocated over the remaining lease term on a straight-line basis. Rent expense presented in the consolidated statement of operations and comprehensive loss was:
December 31,
(Amounts in thousands of US Dollars)
2025 2024
Operating lease expense / (income)
1,214
1,868
Net termination impact
( 90 )
( 52 )
In November 2023, the Company signed agreements for the new headquarters in Châtillon, France:
• a short term lease agreement in order to fit the new offices;
• a lease agreement starting on April 16, 2024.
The lease commencement was based upon delivery of possession of the premises by the Landlord and occurred in November 2023. Right of use and related lease debt have been recorded starting November 2023 for a gross amount of $ 4.5 million.
Pursuant section 8 of the Sublease between DBV Technologies, Inc. and Envision Pharma Inc. for Premises located at 10 Independence Boulevard, Warren, New Jersey (“Sublease”), Envision Pharma Inc. gave notice of its intention to terminate the Sublease as of December 30, 2026. The Company adjusted accordingly the Right of Use asset and the lease liability and reclassed the remaining liability onto current liabilities.
Supplemental cash flow information related to operating leases is as follows for the year ended December 31, 2025 and 2024:
December 31,
(Amounts in thousands of US Dollars)
2025 2024
Cash paid for amounts included in the measurement of lease liabilities
—
—
Operating cash flows from operating leases
563
1,053
Note 7 Other non-current assets
Other non-current assets consisted of the following:
December 31,
2025 2024
Deposits, pledged securities and other non-current financial assets
5,189
4,312
Liquidity contract
620
111
Total non-current assets 5,809 4,423
The other non-current assets are composed of Fareva La Vallée prepaid Right of Use, security deposits paid to premises lessors, pledged securities and the liquidity contract.
As per the Company liquidity contract, 74,580 treasury shares were allocated as a reduction of Shareholders’ Equity as of December 31, 2025, the cash balance being maintained in financial assets.
F - 20
Note 8 Trade payables and Other Current Liabilities
Trade Payables
No discounting was performed on the trade payables to the extent that the amounts did not present payment terms longer than one year at the end of each fiscal year presented.
Other Current Liabilities
Other current liabilities consisted of the following:
December 31,
2025 2024
Social debt
13,689
7,294
Tax liabilities
592
188
Other debts
1,468
846
Total 15,750 8,328
The increase in social debt compared to the prior period primarily reflects (i) the expansion of the Company’s teams, resulting in higher payroll‑related liabilities, (ii) higher bonus accruals recognized in line with performance and headcount growth, and (iii) the corresponding increase in social security and payroll tax contributions associated with these accruals.
Due dates of liabilities
The following table shows the maturity of the Company’s liabilities (except leases disclosed in “Note 6 - Lease contract”):
Amount 2025 2026 2027 2028 Thereafter
Other liabilities 15,750
15,750
—
—
—
—
Supplier accounts payable and related payables 40,941
40,941
—
—
—
—
Total Liabilities 56,691 56,691 — — — —
Note 9 Fair Value Measurement
The Company reports assets and liabilities recorded at fair value on the Company’s consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value.
The fair value measurement level within the fair value hierarchy for a particular asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
Financial instruments not measured at fair value on the Company’s consolidated statement of financial position, but which require disclosure of their fair values include cash and cash equivalents, deposits, liquidity contract, accounts payable, and conditional advances. The fair values of these financial instruments are deemed to approximate their carrying amount.
There has been no transfer between levels of the fair value hierarchy during the years ended December 31, 2024 and 2025.
F - 21
The financial instruments recognized on the balance sheet are analyzed as follows as of December 31, 2024 :
Breakdown by financial instrument class - balance sheet value Level of fair value
2024
(in thousands of dollars) Carrying value Fair value through P&L Assets at amortized cost Liabilities at amortized cost Derivative financial instrument Level 1 Level 2 Level 3
Deposits 4,312 — 4,312 — — — —
Liquidity contract 111 111 — — — 111 — —
Accounts receivable 680 — 680 — — — — —
Cash and cash equivalents 32,456 32,456 — — — 32,456 — —
Total Assets 37,559 32,567 4,992 — — 32,567 — —
Other liabilities 8,328 0 0 8,328 0 0 0 0
Accounts payables 22,032 0 0 22,032 0 0 0 0
Total Liabilities 30,360 — — — — — 30,360 — — — — — — — —
The financial instruments recognized on the balance sheet are analyzed as follows as of December 31, 2025 :
Breakdown by financial instrument class - balance sheet value Level of fair value
Carrying value Fair value through P&L Assets at amortized cost Liabilities at amortized cost Derivative financial instrument Level 1 Level 2 Level 3
Deposits 5,189 0 5,189 0 0 0 0 0
Liquidity contract 620 620 0 0 0 620 0 0
Cash and cash equivalents 194,167 194,167 0 0 0 194,167 0 0
Total Assets 199,977 194,788 5,189 — — 194,788 — —
Other liabilities 15,750 5 0 15,750 5 5 0 0
Accounts payables 40,941 0 0 40,941 0 0 0 0
Total Liabilities 56,691 5 — 56,691 5 5 — —
Financial instruments evolved during the year primarily as a result of the financings conducted resulting in a significant increase in cash and cash equivalents .
F - 22
Derivative Instruments
The Company is exposed to increasing foreign exchange risk due to a portion of its procurement activities being conducted in the United States and invoiced in U.S. dollars, as well as the activity of its subsidiary DBV Technologies Inc., in connection with the Company’s preparation for the potential launch of the VIASKIN Peanut patch in the United States, if approved.
This exposure has been increased by the continued depreciation of the U.S. dollar observed over the past year, which increases volatility and uncertainty regarding foreign‑currency‑denominated operating costs.
In this context, since 2025, the Company has hedged the current account of its US subsidiary through the use of financial instruments (foreign exchange swaps entered into with banking counterparties), which are linked to the subsidiary’s current account as of December 31, 2025.
The Company’s policy is not to enter into derivative transactions for speculative purposes.
(In Million of dollars) As of December 31, 2025
Notional amount Fair value Due date
Asset Liabilities <1 year 1 – 5 years >5 years
Foreign exchange SWAP
Forward sale at maturity Non-qualified derivative 1,800 — 1,800
The impact of financial instruments not qualifying for hedge accounting of future cash flows is included in “Foreign exchange gains/(losses) (excluding operating activities)” within financial result ($( 5 ) thousand as of December 31, 2025). The Company did not hold any derivative instruments in 2024.
Note 10 Share Capital Issued
The share capital, as of December 31, 2025, is set at the sum of $ 26,911,786.4 (€ 23,567,086.40 ). It is divided into 235,670,864 fully authorized, subscribed and paid-up shares with a nominal value of € 0.10 .
The 2024 General Meeting held on June 11, 2025, duly convened and validly deliberating under the quorum and majority conditions applicable to ordinary general meetings, having reviewed the report of the Board of Directors, resolved to allocate the entire loss for the financial year ended December 31, 2024, amounting $( 40,192,552.87 ) (€ 35,154,861.25 ) against the share premium account (Allocation of accumulated net losses).
The General Meeting held on May 16, 2024, duly convened and validly deliberating under the quorum and majority conditions applicable to ordinary general meetings, having reviewed the report of the Board of Directors, resolved to allocate the entire loss for the financial year ended December 31, 2023, amounting to $ 66,432,799.17 (€ 61,327,401.00 ), to the debit balance of retained earnings (accumulated deficit). The General Meeting also resolved to offset the same amount against the share premium account (Allocation of accumulated net losses).
With respect to the 2025 PIPE financing, the transaction and its accounting treatment are described into Note 1 Nature of the business and principles and accounting methods, Significant contracts.
The 2022 Warrants were classified as a component of permanent equity because they were freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the 2022 Warrants did not provide any guarantee of value or return. Accordingly, the pre-funded warrants were classified as equity and accounted for as a component of additional paid-in capital at the time of issuance.
The table below presents the changes in the share capital of the Company as of December 31, 2024 and 2025 at historical rate:
F - 23
Amounts in thousands of U.S. Dollars except share and per share data
Share capital in USD* Additional paid-in capital Number of shares
Date Nature of the transactions
Balance as of January 1, 2024 10,972,101 377,468 96,431,770
03/23/2024
Capital increase by employee warrants
275
—
2,599
05/12/2024
Capital increase by employee warrants
169
—
1,600
05/16/2024
Retained earnings charged on share premium
0
( 66,433 ) 0
05/19/2024
Capital increase by employee warrants
264
—
2,500
05/22/2024
Capital increase by employee warrants
2,339
( 2 )
22,112
05/24/2024
Capital increase by employee warrants
3,437
( 3 )
32,497
07/29/2024
Capital increase by employee warrants
619
( 1 )
5,849
09/23/2024
Capital increase by employee warrants
275
—
2,599
11/15/2024
Capital increase by share warrants
635,692
—
6,010,000
11/18/2024
Capital increase by employee warrants
42
—
400
11/19/2024
Capital increase by employee warrants
264
—
2,500
11/20/2024
Capital increase by employee warrants
10,306
( 10 )
97,436
11/21/2024
Capital increase by employee warrants
17,651
( 18 )
166,874
11/22/2024
Capital increase by employee warrants
2,319
( 2 )
21,925
11/24/2024
Capital increase by employee warrants
4,954
( 5 )
46,840
Balance as of December 31, 2024 11,650,708 310,993 102,847,501
12/31/2024
Share base payment accrual
4,620
Total Equity RFW as of December 31, 2024 11,650,708 315,613 102,847,501
01/09/2025
Capital increase by employee warrants
839
( 1 )
7,300
01/29/2025
Capital increase by employee warrants
168
—
1,462
03/23/2025
Capital increase by employee warrants
299
—
2,605
04/07/2025
Capital increase by ordinary shares
3,916,856
27,386
34,090,004
05/12/2025
Capital increase by employee warrants
46
—
400
05/19/2025
Capital increase by employee warrants
287
—
2,500
05/22/2025
Capital increase by employee warrants
2,519
( 3 )
21,925
06/11/2025
Retained earnings charged on share premium
0
( 40,193 )
0
07/29/2025
Capital increase by employee warrants
168
—
1,462
10/08/2025
Capital increase by ordinary shares
1,325,740
26,995
11,538,460
10/28/2025
Capital increase by ordinary shares
654,916
27,557
5,700,000
10/27/2025
Capital increase by ordinary shares
1,711,973
10,776
14,900,000
10/31/2025
Capital increase by ordinary shares
1,231,046
27,556
10,714,300
11/05/2025
Capital increase by ordinary shares
1,161,474
9,402
10,108,780
11/07/2025
Capital increase by ordinary shares
206,816
1,674
1,800,000
11/12/2025
Capital increase by employee warrants
46
—
400
11/17/2025
Capital increase by ordinary shares
114,898
723
1,000,000
11/20/2025
Capital increase by employee warrants
31,841
( 32 )
277,128
11/21/2025
Capital increase by ordinary shares
195,326
4,454
1,700,000
11/21/2025
Capital increase by employee warrants
24,661
( 25 )
214,637
11/22/2025
Capital increase by employee warrants
2,367
( 2 )
20,605
12/02/2025
Capital increase by ordinary shares
669,651
4,826
5,828,249
01/08/2026
Capital increase by ordinary shares (1)
396,396
16,679
3,450,000
01/07/2026
Capital increase by employee Stock Option (1)
1,525
32
13,275
12/23/2025
Capital increase by ordinary shares
1,060,151
7,639
9,226,931
12/23/2025
Capital increase by ordinary shares
570,140
3,589
4,962,164
12/23/2025
Capital increase by ordinary shares
1,060,151
7,639
9,226,931
12/23/2025
Capital increase by ordinary shares
167,413
1,206
1,457,064
12/29/2025
Capital increase by ordinary shares
753,358
5,429
6,556,781
Balance as of December 31, 2025 26,911,786 465,811 235,670,864
12/31/2025
Share base payment accrual
5,387
Issuance of warrants
70,053
Total Equity RFW as of December 31, 2025 26,911,786 541,251 235,670,864
(1) The dates on which capital increases are recognized do not follow a strictly chronological order, as certain transactions were recorded retrospectively in order to reflect adjustments resulting from the exercise of financial instruments and financing transactions that occurred previously.
(2) Share premiums are presented and accounted for in accordance with the terms described in Note 1 - Share Capital
F - 24
Note 11 Share-Based Payments
The Board of Directors has been authorized by the General Meeting of the Shareholders to grant RUSs, SOs, and BSAs for the last three years, as follows:
Share-based payments instrument General meeting of shareholders Board of directors meeting Grant date Number granted
AGA 12/4/2023 1/9/2023 1/9/2023 35,800
SO 12/4/2023 1/9/2023 1/9/2023 59,200
AGA 12/4/2023 11/20/2023 11/20/2023 912,650
SO 12/4/2023 11/20/2023 11/20/2023 2,290,722
AGA 12/4/2023 1/16/2024 1/16/2024 59,000
SO 12/4/2023 1/16/2024 1/16/2024 262,000
AGA 5/16/2024 5/16/2024 5/16/2024 65,000
SO 5/16/2024 5/16/2024 5/16/2024 272,000
AGA 5/16/2024 11/21/2024 11/21/2024 1,181,700
SO 5/16/2024 11/21/2024 11/21/2024 2,267,300
SO 5/16/2024 12/4/2024 12/4/2024 813,200
AGA 11/6/2025 6/23/2025 6/23/2025 35,000
SO 11/6/2025 6/23/2025 6/23/2025 215,000
AGA 11/6/2025 11/21/2025 11/21/2025 1,470,600
SO 11/6/2025 11/21/2025 11/21/2025 4,091,150
In the following tables related to share-based payments, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.
11.1 Non-employee warrants
The Company’s board of directors has been authorized by the shareholders’ general meeting to grant BSAs to non-employee’s members of the Board of Directors and members of the Scientific Advisory Board.
The BSAs plans granted by the Board of Directors until 2018 are similar in their nature and conditions, except for the exercise price that is comprised between € 37.24 and € 69.75 .
During the year ended December 31, 2021, pursuant to the authorization granted by the General Meeting of the Shareholders held on May 19, 2021, the Company offered the directors the opportunity to subscribe for warrants to purchase ordinary shares on May 19, 2021 and on June 3, 2021, the directors subscribed for warrants to purchase an aggregate of 39,185 ordinary shares. These warrants have a contractual life of 4 years from their date of issuance and are not subject to a performance condition. Unless otherwise decided by the Board of Directors, these warrants may be exercised at any time prior to their expiration, provided that the beneficiary still holds a seat on the Board of Directors at the time of exercise, and subject to applicable French laws and regulations applicable to companies whose securities are listed on a regulated stock market. The fair value of the warrants has been estimated using the Cox-Ross Rubinstein binomial option pricing model.
Warrant fair value assumptions are:
Weighted average share price at grant date (in €)
10.75
Weighted average expected volatility
90.0
%
Weighted average risk-free interest rate
( 0.53 )
%
Weighted average expected term (in years)
3.21
Dividend yield
—
Weighted average fair value of warrants (in €)
0.57
The Company no longer grants neither BSA or BSPCE to non-employee members of the Board of Directors or to members of the Scientific Advisory Board.
F - 25
The following table summarizes all BSA warrants activity during the year ended December 31, 2024:
Number of warrants outstanding Weighted- average exercise price (in Euros) Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in thousands of Euros)
Balance as of December 31, 2023 244,693 49.43 3.47 —
Expired during the period — —
Balance as of December 31, 2024 244,693 49.43 2.47 —
Warrants exercisable as of December 31, 2024 244,693
49.43
—
The following table summarizes all BSA activity during the year ended December 31, 2025:
Number of warrants outstanding Weighted- average exercise price (in Euros) Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in thousands of Euros)
Balance as of December 31, 2024 244,693 49.43 2.47 —
Expired during the period ( 137,685 )
—
—
Balance as of December 31, 2025 107,008 52.35 1.50 —
Warrants exercisable as of December 31, 2025 107,008
52.35
—
11.2 Stock options
The Company’s Board of Directors has been authorized by the shareholders’ general meeting to grant SO to employees.
The different stock options plans granted by the Board of Directors are similar in their nature and conditions, except for the exercise price that is comprised between € 0.71 and € 74.22 .
All SO issued have a ten-year contractual life. SO are expensed in accordance with the following vesting conditions:
• Before June 22, 2018 and from January 15, 2020 to July 29, 2022, SO granted mainly vest over four years at a rate of 25 % upon the first anniversary of the issuance date and 12.5 % every six months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions).
• Between June 22, 2018 and January 15, 2020, SO may be exercised by the beneficiary once both of the following conditions have been met:
– service condition: 25 % upon the first anniversary of the issuance date and 12.5 % every six months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions); and
– performance condition: approval of Viaskin™ Peanut by the US Food and Drug Administration.
• Since November 21, 2022, SO granted mainly vest over four years at a rate of 25 % upon the first anniversary of the issuance date and 25 % every 12 months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions).
Performance conditions which are other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount but are not taken into account when estimating the fair value of the shares. Estimated achievement of performance conditions is reviewed at each reporting date.
The Company also applied a forfeiture rate for each grant according to its respective characteristics and composition. This forfeiture rate is reviewed at each reporting date.
F - 26
The following table summarizes all stock options activity during the year ended December 31, 2024:
Number of SO outstanding Weighted- average exercise price (in Euros) Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in thousands of Euros)
Balance as of December 31, 2023 7,137,641 8.49 8.18 —
Granted during the period
3,614,500
0.86 — —
Forfeited during the period ( 283,938 )
5.98 — —
Exercised during the period —
— — —
Expired during the period ( 15,300 )
— — —
Balance as of December 31, 2024 10,452,903 5.93 7.96 —
Options exercisable as of December 31, 2024
2,065,595
21.02 4.40 —
The following table summarizes all stock options activity during the year ended December 31, 2025:
Number of SO outstanding Weighted- average exercise price (in Euros) Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in thousands of Euros)
Balance as of December 31, 2024 10,452,903 5.93 7.96 —
Granted during the period 4,306,150
2.47 — —
Forfeited during the period ( 486,300 )
2.32 — —
Delivered during the period ( 40,075 )
4.99 — —
Expired during the period ( 128,100 )
— — —
Balance as of December 31,2025 14,104,578 4.64 7.89 —
Options exercisable as of December 31, 2025 2,751,695
6.18 4.31 2,766,171
The expense recognized into the Consolidated statements of operations is $ 4.1 millions dollars as of December 31, 2025, against $ 3.3 million as of December 31, 2024.
Fair value of stock options
Determining the fair value of the share-based payments at the grant date requires judgment. The Company calculated the fair value of stock options instruments on the grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions, including the expected volatility, expected term, risk-free interest rate and dividend yield.
Exercise price
The exercise price of the Company’s stock awards is based on the fair market value of our ordinary shares.
Risk-free interest rate
The risk-free interest rate is based on French government bonds (GFRN) with a maturity corresponding to the stock options maturity.
Expected term
The Company determines the expected term based on the average period the stock options are expected to remain outstanding.
Expected Volatility
The Company determines the expected volatility based on the historical data period corresponding to the stock options expected maturity.
Expected Dividend yield
The Company has never declared or paid any cash dividends, and it does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero.
F - 27
The Company estimated the following assumptions for the calculation of the fair value of the stock options:
Stock options per grant date 2025 2024
Weighted average shares price at grant date in € 2.39 0.76
Weighted average expected volatility 86.63 % 90.61 %
Weighted average risk-free interest rate 2.91 % 2.58 %
Weighted average expected term (in years) 6.25 6.25
Weighted average fair value of stock-options in € 1.73 0.57
11.3 Restricted stock units
The Company’s board of directors has been authorized by the shareholders’ general meeting to grant RSUs to employees.
RSUs are measured based on the fair market value of the underlying stock on the date of grant and recognized as an expense on a straight-line basis in accordance with the following vesting conditions:
• Before May 31, 2019, the vesting of RSUs granted is subject to the expiration of the presence condition of one ( 1 ) or two ( 2 ) years (except in specific board of directors’ decisions). The release of RSUs for these plans is subject to the achievement of performance conditions (submission of a BLA to U.S. FDA for VIASKIN® Peanut, approval of VIASKIN® Peanut by the U.S. FDA, first sale of VIASKIN® Peanut in the United States).
• Between May 31, 2019 and November 23, 2020, the vesting of RSUs is subject either to the expiration of the presence condition of two ( 2 ) years only, or to the dual condition of expiration of the presence condition and achievement of the performance condition (date of approval of VIASKIN® Peanut by the U.S. FDA).
• Between November 24, 2020 and July 29, 2022, RSUs vest over four years at a rate of 25 % upon the first anniversary of the issuance date and 12.5 % every six months thereafter, subject to the beneficiary being still employed by the Company (except in specific board of directors’ decisions).
• Since November 21, 2022, RSUs vest over four years at a rate of 25 % upon the first anniversary of the issuance date and 25 % every 12 months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions).
•
Performance conditions, which are other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount but are not taken into account when estimating the fair value of the shares. Estimated achievement of performance conditions is reviewed at each reporting date.
RSU plans may be subject to a conservation period under French governing laws.
The Company applied a forfeiture rate for each grant according to its respective characteristics and composition. This forfeiture rate is reviewed at each reporting date.
The following table summarizes all RSUs activity for the year ended December 31, 2024:
Number of RSU outstanding Weighted- average grant date fair value in Euros
Balance as of December 31, 2023 2,021,370 11.03
Granted during the period
1,305,700
0.60
Forfeited during the period ( 174,278 )
2.29
Released during the period ( 339,426 )
3.22
Balance as of December 31, 2024 2,813,366 7.67
The following table summarizes all RSUs activity for the year ended December 31, 2025:
Number of RSU outstanding Weighted- average grant date fair value in Euros
Balance as of December 31, 2024 2,813,366 7.67
Granted during the period 1,505,600
2.37
Forfeited during the period 32,380
5.53
Released during the period ( 742,999 )
1.87
Balance as of December 31, 2025 3,608,347 6.61
The expense recognized into the Consolidated statements of operations is stable at $ 1.3 millions dollars as of December 31, 2025 and as of December 31, 2024. The forfeited bucket includes contingent stock options.
F - 28
11.4 Reconciliation of the share-based payment expenses with the Consolidated Statements of Operations and Comprehensive Loss
December 31,
2025 2024
Research & development
SO
( 1,433 )
( 1,431 )
RSU
( 828 )
( 913 )
Sales & marketing
SO
( 78 )
( 80 )
RSU
( 36 )
( 35 )
General & administrative
SO
( 2,556 )
( 1,794 )
RSU
( 456 )
( 367 )
Total share-based compensation (expense) ( 5,387 ) ( 4,620 )
Note 12 Contingencies & Employee Benefits
Non-current contingencies and current contingencies break down as follows:
December 31,
2025 2024
Current contingencies
217
122
Non-current contingencies
1,513
838
Total contingencies 1,730 961
The table below shows movements in contingencies:
Pension retirement obligations Other contingencies Total
At January 1, 2024
935 3,958 4,894
Increases in liabilities 88 125 212
Used liabilities — ( 3,877 ) ( 3,877 )
Actuarial gains and losses on defined-benefit plans ( 163 ) — ( 163 )
Currency translation effect ( 22 ) ( 84 ) ( 105 )
At January 1, 2025
838 122 961
Increases in liabilities
105
81
186
Actuarial gains and losses on defined-benefit plans
408
—
408
Currency translation effect 162
14
176
At December 31, 2025
1,513 217 1,730
Of which current — 217 217
Of which non-current 1,513 — 1,513
Life table
TGH05-TGF05
Collective agreement
National Collective Agreement of
the pharmaceutical industry ;
The Company does not hold any plan assets for any of the periods presented.
As part of the estimation of the retirement commitments, the following assumptions were used for all categories of employees:
F - 29
December 31,
2025 2024
% Social security contributions
50.0
%
50.0
%
Salary increases
3.5
%
2.0
%
Discount rate—Iboxx Corporates AA 10+
3.96
%
3.38
%
Expected staff turnover
12.5
%
10.0
%
Estimated retirement age
67
67
Life table
TGH05-TGF05
Collective agreement
National Collective Agreement of
the pharmaceutical industry
Note 13 Operating Income
The operating income is broken down in the following manner:
December 31,
2025 2024
Research tax credit
5,636
4,146
Other operating income
—
5
Total 5,636 4,151
We generated an operating income of $ 5.6 million for the year ended December 31, 2025 compared to $ 4.2 million for the year ended December 31, 2024. This increase reflects higher eligible activities performed during the period.
Note 14 Operating expenses and Allocation of Personnel Expenses
Operating expenses
Research and Development Expenses
The following table summarizes our research and development expenses for the years reported:
December 31,
2025 2024 $ change % of change
Research and Development expenses
External clinical-related expenses
67,949
61,060
6,890
11 %
Employee-related costs
20,522
17,213
3,309
19 %
Share-based payment expenses
2,261
2,343
( 82 )
( 4 )%
Depreciation, amortization and other costs
9,889
7,338
2,551
35 %
Pre-Commercial Inventory
16,062
1,388
14,674
1057 %
Total Research and Development expenses 116,682 89,342 27,341 31 %
Research and Development expenses increased by $ 27.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Pre-Commercial Inventory of $ 16.1 million reflects inventory build-up inception in anticipation of potential FDA approval.
External clinical-related expenses increased by $ 6.9 million, due to higher clinical trial activity driven by the initiation of patient recruitment for the COMFORT Toddlers study. This increase was partially offset by (1) lower spend compared to 2024 on the VITESSE Study following completion of final patient visits in 2025 and (2) from other studies that are completed or nearing completion.
F - 30
Employee-related costs, excluding share-based payments, increased by $ 3.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by full-time employees (“FTE”) growth. This increase reflects the full-year impact in 2025 of hires made in 2024, combined with additional recruitments in 2025. These hires were mainly in Medical Affairs, Quality, and Regulatory functions, primarily based in the U.S., and were made to support BLA submission and Commercial readiness activities. The increase also includes certain one-off costs related to the strong operational execution delivered in 2025.
Depreciation and amortization increased by $ 2.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, consequently to an accrual reversal related to CRO activities in the prior year, having a positive impact on the income statement and offsets the recurring depreciation and amortization.
Sales and Marketing Expenses
The following table summarizes our sales and marketing expenses for the years presented:
December 31,
2025 2024 $ change % of change
Sales & Marketing expenses
External professional services and other costs
1,967
1,770
197
11
%
Employee-related costs incl. share-based payment expenses
1,254
890
364
41
%
Total Sales & Marketing expenses 3,222 2,659 561 21 %
Sales and marketing expenses increased by $ 0.6 million or the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase was primarily attributable to higher pre-commercialization costs and increased headcount to support commercial readiness for Viaskin Peanut in North America.
General and Administrative Expenses
The following table summarizes our general and administrative expenses for the years presented:
December 31,
2025 2024 $ change % of change
General & Administrative expenses
External professional services
9,072
10,052
( 980 )
( 10 )
%
Employee-related costs
12,972
8,981
3,991
44
%
Share-based payment expenses
3,012
2,161
851
39
%
Depreciation, amortization and other costs
7,731
7,545
186
2
%
Total General & Administrative expenses 32,788 28,739 4,049 14 %
General and administrative expenses increased by $ 4.0 million for the year ended December 31, 2025, compared to the year ended December 31, 2024.
The increase was primarily attributable to higher Employee-related costs, excluding share-based payments, which increased by $ 4.0 million driven by growth in full-time employees. These hires were mainly in Human Resources, Information Solutions, Finance, and Legal and Compliance functions to support commercial readiness. The increase also includes certain one-off costs related to strong operational execution in 2025.
This increase was partially offset by a $ 1.0 million decrease in External professional services, primarily due to the absence of one-time costs incurred in the prior year related to office relocations in France and the U.S., and trademark and patent activities.
Allocation of Personnel Expenses by Function:
The Company had 125 full time employees for the year ended December 31, 2025, in comparison with 108 employees for the year ended December 31, 2024.
December 31,
2025 2024
Research and development expenses 22,783
19,557
Sales and marketing expenses
1,254
890
General and administrative expenses
15,984
11,142
Total personnel expenses 40,021
31,588
F - 31
Allocation of Personnel Expenses by Nature:
December 31,
2025 2024
Wages and salaries
24,904
20,670
Social security contributions
9,625
5,272
Expenses for pension commitments
105
1,026
Share-based payments 5,387
4,620
Total personnel expenses 40,021
31,588
The increase in personnel expenses is primarily driven by full-time employees (“FTE”) growth. This increase reflects the full-year impact in 2025 of hires made in 2024, combined with additional recruitments in 2025. These hires were mainly in Medical Affairs, Quality, Regulatory and G&A functions, primarily based in the U.S., and were made to support BLA submission and Commercial readiness. The increase also includes certain one-off costs related to strong execution in 2025.
Note 15 Income Tax & deferred Taxes
Reconciliation between the Effective and Nominal Income Tax Expense
As a French listed company, DBV determined its statutory tax rate based on its country of domicile, France [Domestic], which has a corporate income tax rate of 25%. In accordance with the income tax rate reconciliation and disaggregation requirements of ASU 2023‑09, the Company evaluates income taxes paid by jurisdiction rather than solely by domicile.
Pursuant to the Company’s transfer pricing arrangements, DBV incurred and paid U.S. income taxes representing 100% of total income taxes paid for fiscal year ended December 31, 2025 and December 31, 2024 . Accordingly, the United States is presented as a separate significant jurisdiction. Income taxes paid in other foreign jurisdictions are aggregated within the “Foreign” category, with Australia comprising the remaining foreign taxes paid.
December 31,
2025 2024
Income (loss) from continuing operations before income tax expense (Benefit)
France
( 147,065 )
( 113,898 )
US
569
34
Australia
40
—
Total
( 146,456 )
( 113,863 )
Current tax expense (benefit)
France
—
—
US
443
55
Australia
49
—
Total Current tax expense (benefit)
491
55
Total deferred tax expense (benefit)
—
—
Total income tax expense (benefit)
491
55
Pre-Tax Income (Loss) :
( 146,456 )
( 113,863 )
French Federal statutory income tax rate / Expense (Benefit)
( 36,614 )
25.0 %
( 28,466 )
25 %
Domestic federal reconciling items
Valuation Allowance
41,524
( 27.5 )%
28,303
( 24.86 )%
Issuance costs
( 4,738 )
2.4 %
— %
Other
( 20 )
— %
209
( 0.2 )%
Foreign Tax effects
USA
300
( 0.2 )%
9
— %
Australia
47
— %
—
— %
Effective Tax Expense (Benefit) : 491
( 0.3 )%
55
— %
F - 32
Deferred Tax Assets
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following:
December 31,
2025 2024
Deferred tax assets:
Net operating loss carryforwards
364,172
316,489
Share-based compensation
1,124
7,344
Others 550
1,316
Total deferred tax assets
365,846
325,150
Less: Valuation allowance ( 365,846 )
( 325,150 )
Net deferred tax assets —
—
Note 16 Commitments
In connection with the launch of our clinical trials we have entered into service agreements with several CROs. As of December 31, 2025, expenses associated with the ongoing trials amounted globally to $ 32.7 million, and we had non-cancellable contractual obligations with CROs amounting to 89.8 million.
The Company has entered into multi‑year supply and manufacturing agreements that include minimum purchase obligations over defined periods. Under applicable accounting guidance, take‑or‑pay commitments are generally considered firm purchase commitments but remain off‑balance sheet unless they create an unavoidable or unconditional payment obligation, or become loss contract.
With Sanofi
On August 29, 2025, the Company entered into the Supply Agreement with SANOFI under which SANOFI will manufacture and supply the Viaskin® Peanut API exclusively for DBV Technologies S.A. during the agreement term. Under such, the Company has agreed to certain minimum purchase levels and service fees over the initial 4 -year-term.
As of December 31, 2025, total payments made during the period under the Supply Agreement were approximately $ 8.6 million, which were recorded as R&D expenses. The Company will expense manufacturing and supply costs as incurred.
With Fareva
On March 17, 2026, DBV Technologies S.A. entered into the MS Agreement with FLV, under which FLV will manufacture and supply PSM, exclusively for DBV Technologies S.A. during the agreement term. The term is effective for a period of eight ( 8 ) years and can be renewed for a period of two ( 2 ) years .
As of December 31, 2025, total payments made during the year under the MS Agreement are approximately $ 1.4 million, which were recorded as detailed in Note 1 Nature of the business and principles and accounting methods, Significant contracts .
The following table presents our material expenses commitments for future periods:
2026 2027 2028 Thereafter Total
(Amounts in million)
Purchase obligations - Obligations Under the Terms of CRO Agreements
26.6
22.0
22.1
19.1
89.8
Purchase obligations - Obligations Under the Terms of CMO Agreements
17.4
15.6
15.7
—
48.7
Total 44.0 37.6 37.8 19.1 138.5
Letter of Credit and Collateral
A Certificate of Deposit, for an initial amount of $ 0.3 million was signed in order to guarantee an American Express credit cards program in the United States.
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Note 17 Relationships with Related Parties
The compensation amounts for 2025 presented below, which were awarded to the Directors and Officers of the Company totaled $ 14.4 million. The recipients of this compensation are “related parties”.
December 31,
2025 2024
Short-term benefits
7,297 5,836
Post-employment benefits
36 34
Termination benefits
— —
Share-based payments
7,070 2,642
Total 14,403 8,512
The methods for the valuation of the benefit related to share-based payments are presented in Note 11 Share-Based Payments.
Amounts payable to related parties as of December 31, 2025 and 2024 are as follows:
December 31,
2025 2024
Compensation
2,990 1,532
Pension obligations
97 103
Total 3,087 1,635
No significant related‑party transactions were identified during the financial years ended December 31, 2025 and 2024. Recent events relating to related parties are presented in Item 7. Governance.
The information presented for 2025 includes employer social security contributions due in respect of these rewards.
The parent company, DBV Technologies S.A., entered into a cash‑pooling agreement with its subsidiaries (DBV Technologies Inc., DBV Technologies Australia Pty Ltd and DBV Pharma SAS), the balance of which amounts to the following as at year‑end:
December 31,
2025 2024
Loans & Advances
1,800 2,112
Total 1,800 2,112
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Note 18 Loss Per Share
The basic loss per share is calculated by dividing the net loss attributable to the shareholders of the Company by the weighted average number of ordinary shares outstanding during the course of the fiscal year. As the Company was in a loss position for the years ended December 31, 2025 and 2024, the diluted loss per share is equal to basic loss per share because the effects of potentially dilutive shares were anti-dilutive given the Company’s net loss.
The computations for basic and diluted loss per share were as follows (in thousands of U.S. Dollars except share and per share data):
December 31,
2025 2024
Net loss
( 146,947 )
( 113,918 )
Weighted average number of ordinary shares
139,574,259
96,995,379
Net loss per share attributable to ordinary shareholders, basic and diluted ($/share) ( 1.05 ) ( 1.17 )
The following is a summary of the ordinary share equivalents which were excluded from the calculation of diluted net loss per share for the periods indicated in number of potential shares. This summary also gives an overview of all exercisable instruments generated by the company either through Financing or incentive programs for employees as described in Note 12.
December 31,
2025 2024
Warrants Shares * Warrants Shares *
Non-employee warrants 107,008 107,008 244,693 244,693
Employee warrants —
Stock-options 14,104,578 14,104,578 10,452,903 10,452,903
Restricted stock units 3,608,347 3,608,347 2,813,366 2,813,366
Prefunded warrants 137,991,871 202,972,492 22,266,331 22,266,331
PFW 2022 13,116,331 13,116,331 22,266,331 22,266,331
BSA from ABSA (March 20205 PIPE Financing) 15,635,172 27,361,551
PFW1 from PFW-BS-PFW (March 20205 PIPE Financing) 38,234,712 38,234,712
BS from PFW-BS-PFW (March 20205 PIPE Financing) 35,348,260 61,859,455
PFW2 (March 20205 PIPE Financing) 35,657,396 62,400,443
Total Shares
220,792,425 35,777,293
* The equivalent in shares
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Note 19 Reportable Segment Disclosure
Viaskin Peanut Segment December 31,
2025 2024
Clinical studies 45,893
41,748
BLA & Regulatory 10,624
7,871
Medical Affairs & Other Medical 10,096
7,316
Research & Innovation 1,957
2,011
Manufacturing & Supply and Quality 48,112
30,396
Sales & Marketing 3,222
2,660
General & Administrative 32,788
28,738
Total expenses 152,692 120,740
The Company operates and is managed as one operating segment driving expenses for the development of Viaskin Peanut. The Company’s R&D organization is primarily responsible for the development and registration efforts of Viaskin Peanut. The Company is also supported by corporate staff functions.
The Company’s Chief Executive Officer as the chief operating decision maker (“CODM”) manages and allocates resources to the operations of the total company by assessing the overall level of resources available and how to best allocate them to support the Company’s long-term company-wide strategic goals. In making this decision, the CODM uses consolidated financial information for the purposes of evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods.
The CODM's analysis includes a comparison to budgeted results. Segment assets provided to the CODM are consistent with those reported on the Consolidated Statement of Financial Position with particular emphasis on the Company's available liquidity including cash, cash equivalents.
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Note 20 Events after the Close of the Fiscal Year
March 2025 PIPE Financing - January 16, 2026
The Company has received, the supplemental gross proceeds of $ 94 million (€ 81 million) resulting in the Full Exercise of the ABSA Warrants and BS Warrants Issued on its March 2025 Financing.
Manufacturing Supply Agreement - PSM “Peanut Source Material “ Fareva La Vallée - March 17, 2026
The Company entered into a the MS Agreement with FLV, under which FLV will manufacture and supply the PSM exclusively for DBV Technologies S.A. during the agreement term. The term is effective for a period of eight ( 8 ) years and can be renewed for a period of two ( 2 ) years.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.