| Item 1. | |
| (a) | Name of issuer:
DBV TECHNOLOGIES S.A. |
| (b) | Address of issuer's principal executive offices:
177-181 AVENUE PIERRE BROSSOLETTE, MONTROUGE, I0, 92120. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners II, L.P. ("VHCP II")
VHCP Co-Investment Holdings II, LLC ("VHCP Co-Investment II")
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management II, LLC ("VHCP Management II")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
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| (c) | Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens. |
| (d) | Title of class of securities:
Ordinary Shares, EURO0.10 nominal value per share, represented by American Depository Shares |
| (e) | CUSIP No.:
23306J309 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 23306J309 has been assigned to the American Depositary Shares ("ADSs") of the Issuer. Each ADS represents one Ordinary Share.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 525,494 Ordinary Shares, represented by 525,494 ADSs, and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 936,093 Ordinary Shares held by VHCP II, (ii) 213,033 Ordinary Shares, represented by 213,033 ADSs, and Pre-Funded Warrants exercisable for up to 379,496 Ordinary Shares held by VHCP Co-Investment II, (iii) 1,156,238 Ordinary Shares, represented by 1,156,238 ADSs, and Pre-Funded Warrants exercisable for up to 2,059,666 Ordinary Shares held by VHCP III, (iv) 115,667 Ordinary Shares, represented by 115,667 ADSs, and Pre-Funded Warrants exercisable for up to 206,044 Ordinary Shares held by VHCP Co-Investment III, and (v) 3,126,121 Ordinary Shares, represented by 3,126,121 ADSs, and Pre-Funded Warrants exercisable for up to 5,568,701 Ordinary Shares held by VHCP EG.
VHCP Management II is the general partner of VHCP II and the manager of VHCP Co-Investment II. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management II, VHCP Management III and VHCP Management EG. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Such percentage is based upon the sum of (i) 136,948,872 Ordinary Shares of the Issuer outstanding as April 7, 2025, as reported in the Issuer's prospectus dated May 29, 2025, filed with the Securities and Exchange Commission (the "SEC") on May 29, 2025 and (ii) 9,150,000 Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)