6-K

DBV TECHNOLOGIES S.A.

Date: April 4, 2019

/s/ David Schilansky

Name David Schilansky

Title: Deputy Chief Executive Officer

Underwriting Agreement

On April 3, 2019, DBV Technologies S.A. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., relating to the global offering (the “Offering”) of an aggregate of 5,217,392 ordinary shares in (i) a public offering of 1,664,892 ordinary shares in the form of 3,329,784 American Depositary Shares (“ADSs”) in the United States, Canada and certain other countries outside Europe at a public offering price of $6.75 per ADS (on the basis of an exchange rate of $1.1233=€1.00) and (ii) a concurrent private placement of 3,552,500 ordinary shares in Europe (including France) at a price of €12.02 per ordinary share. The net proceeds to the Company from the global offering are expected to be $65.2 million (€58.0 million), after deducting underwriting commissions and estimated offering expenses. The Offering is expected to close on April 8, 2019, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriters a 30-day option to purchase up to 782,608 additional ordinary shares in the form of 1,565,216 ADSs.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-212708) filed on July 27, 2016, as amended by Post-Effective Amendment No. 1 on April 1, 2019 and Post-Effective Amendment No. 2 on April 1, 2019, as supplemented by a prospectus supplement dated April 3, 2019, filed on April 4, 2019.

In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Form 6-K and incorporated by reference herein. The legal opinion of McDermott Will & Emery, AARPI relating to the ordinary shares is filed as Exhibit 5.1 to this Form 6-K and incorporated by reference herein.

On April 3, 2019, the Company issued a press release announcing the Offering, and, on April 4, 2019, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are filed as Exhibit 99.1 and Exhibit 99.2 to this Form 6-K and incorporated by reference herein.

The information contained in this Form 6-K, including Exhibits 1.1 and 5.1 hereto, but excluding Exhibits 99.1 and 99.2, is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3, as amended (File No. 333-212708) and S-8 (File No. 333-199513).

Forward-Looking Statements

Statements in this Form 6-K that are not strictly historical in nature, including statements regarding the Company’s expectations with respect to the closing of the Offering, are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for an offering of securities. For a discussion of these and other factors, please refer to the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 20-F, under the caption “Risk Factors.” You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.


Exhibit		Description

1.1		Underwriting Agreement, dated as of April 3, 2019, among the Company and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as managers for the several underwriters named therein.

5.1		Opinion of McDermott Will & Emery, AARPI, French counsel to the Company.

23.1		Consent of McDermott Will & Emery, AARPI (included in Exhibit 5.1).

99.1		Press Release dated April 3, 2019.

99.2		Press Release dated April 4, 2019.