F-6EF

As filed with the Securities and Exchange Commission on July 18, 2022  Registration No. 333 -            

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY 

AMERICAN DEPOSITARY RECEIPTS

DBV TECHNOLOGIES S.A. 

(Exact name of issuer of deposited securities as specified in its charter)

N/A 

(Translation of issuer’s name into English)

Republic of France 

(Jurisdiction of incorporation or organization of issuer)

CITIBANK, N.A. 

(Exact name of depositary as specified in its charter)

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Michele Robertson

DBV Technologies Inc.

106 Allen Road

Suite 400

Basking Ridge, New Jersey 07920

+1 908-679-5200 

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard Segal Marc Recht Madison A. Jones
Cooley LLP
55 Hudson Yards New York, New York 10001 +1 212 479 6000 Emmanuelle Trombe Bertrand Delafaye McDermott Will & Emery AARPI 23 Rue de l’Université 75007 Paris France +33 1 81 69 15 37 Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301

It is proposed that this filing become effective under Rule 466:	☒	immediately upon filing.
	☐	on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (“ADSs”), each ADS representing the right to receive one-half (1/2) of an ordinary share, nominal value €0.10 per share, of DBV Technologies S.A. (the “Company”)	200,000,000 ADSs	$5.00	$10,000,000.00	$927.00
*    Each unit represents 100 ADSs. **  Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office		Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities		Face of Receipt  - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share ("ADSs")	Face of Receipt  - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities	Reverse of Receipt  - Paragraphs (16) and (17).
	(iii)	The collection and distribution of dividends	Reverse of Receipt - Paragraph (14).
	(iv)	The transmission of notices, reports and proxy soliciting material	Face of Receipt  - Paragraph (13); Reverse of Receipt - Paragraph (16).
	(v)	The sale or exercise of rights	Reverse of Receipt – Paragraphs (14) and (16).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18).
	(vii)	Amendment, extension or termination of the deposit agreement	Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs	Face of Receipt - Paragraph (13).

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Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
	(x)	Limitation upon the liability of the Depositary	Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt - Paragraph (10).
Item 2. AVAILABLE INFORMATION			Face of Receipt - Paragraph (13).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

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PROSPECTUS

The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Deposit Agreement, dated as of October 24, 2014, by and among DBV Technologies S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). — previously filed and incorporated by reference to Registration Statement on Form F-6 (File No. 333-265201).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. — Filed herewith as Exhibit (e).

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.

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Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among DBV Technologies S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 18th day of July, 2022.

Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one-half (1/2) of an ordinary share, nominal value €0.10 per share, of DBV Technologies S.A. CITIBANK, N.A., solely in its capacity as Depositary
By:	/s/ Keith Galfo
	Name: Keith Galfo
	Title:   Vice President

 II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, DBV Technologies S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Basking Ridge, New Jersey, on July 18, 2022.

DBV Technologies S.A.
By:	/s/ Daniel Tassé
	Name: Daniel Tassé
	Title:   Chief Executive Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Daniel Tassé and Sébastien Robitaille to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on July 18, 2022.

Signature	Title
/s/ Daniel Tassé	Chief Executive Officer and Director
Daniel Tassé	(Principal Executive Officer)
/s/ Sébastien Robitaille	Chief Financial Officer
Sébastien Robitaille	(Principal Financial and Accounting Officer)
/s/ Michel de Rosen	Director
Michel de Rosen
/s/ Dr. Maïlys Ferrère	Director
Dr. Maïlys Ferrère
/s/ Michael J. Goller	Director
Michael J. Goller
/s/ Viviane Monges	Director
Viviane Monges
/s/ Timothy E. Morris	Director
Timothy E. Morris
/s/ Adora Ndu	Director
Adora Ndu
/s/ Julie O’Neill	Director
Julie O’Neill
/s/ Ravi M. Rao	Director
Ravi M. Rao
/s/ Daniel B. Soland	Director
Daniel B. Soland

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

 Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of DBV Technologies S.A. has signed this registration statement on July 18, 2022.

DBV Technologies Inc.
By:	/s/ Michele Robertson
	Name: Michele Robertson
	Title: Chief Legal Officer, Vice President

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(d)	Opinion of counsel to the Depositary
(e)	Rule 466 Certification

EX-99.(D)

Exhibit (d)

              July 18, 2022

Citibank, N.A. – ADR Department
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the United States Securities Act of 1933, as amended (the “Securities Act”), 200,000,000 American Depositary Shares (the “ADSs”) to be issued under the Deposit Agreement, by and among Citibank, N.A., as Depositary, DBV Technologies S.A., a company organized under the laws of the Republic of France (the “Company”), and all Holders and Beneficial Owners (each as defined in the Deposit Agreement and hereinafter used as so defined) of ADSs issued thereunder, a copy of which is being filed as Exhibit (a) to the Registration Statement (the “Deposit Agreement”). Each ADS will represent the right to receive, subject to the terms and conditions of the Deposit Agreement, French law and, if applicable, the American Depositary Receipt (“ADR”) evidencing such ADS, one-half (1/2) of an ordinary share, nominal value €0.10 per share of the Company (the “Shares”).

Nothing contained herein or in any document referred to herein is intended by this firm to be used, and the addressees hereof cannot use anything contained herein or in any document referred to herein, as tax advice.

Assuming that, at the time of their issuance, the Registration Statement will be effective, the Deposit Agreement will have been duly executed and delivered, and the Shares will have been legally issued, we are of the opinion that the ADSs, when issued in accordance with the terms of the Deposit Agreement and the Registration Statement, will be legally issued and will entitle the Holders to the rights specified in the Deposit Agreement and, if applicable, the ADR(s) evidencing the ADS(s).

This opinion is limited to the laws of the State of New York and the Federal laws of the United States. Without admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act, we hereby consent to the use of this opinion as Exhibit (d) to the Registration Statement.

Very truly yours,
PATTERSON BELKNAP WEBB & TYLER LLP
By:	/s/ Jean-Claude Lanza
	A Member of the Firm

EX-99.(E)

Exhibit (e)

Rule 466 Certification

The depositary, Citibank, N.A., represents and certifies the following:

(a) That it previously had filed a registration statement on Form F-6 (Registration No. 333-265201), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement and

(b) That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

CITIBANK, N.A., as Depositary
By:	/s/ Keith Galfo
	Name: Keith Galfo
	Title:   Vice President