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    Amendment: SEC Form SCHEDULE 13D/A filed by Inventiva S.A.

    11/19/25 8:52:49 PM ET
    $IVA
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $IVA alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    Inventiva S.A.

    (Name of Issuer)


    Ordinary shares, nominal value (euro) 0.01 per share

    (Title of Class of Securities)


    46124U107

    (CUSIP Number)


    Abrar Hussain
    Samsara BioCapital GP, LLC, 628 Middlefield Road
    Palo Alto, CA, 94301
    (650) 285-4270

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    11/17/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    46124U107


    1 Name of reporting person

    Samsara BioCapital, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,345,389.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,345,389.00
    11Aggregate amount beneficially owned by each reporting person

    8,345,389.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.5 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    Note: There is no CUSIP number assigned to the Ordinary Shares. The CUSIP Number 46124U107 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "IVA". Each ADS represents 1 Ordinary Share.


    SCHEDULE 13D

    CUSIP No.
    46124U107


    1 Name of reporting person

    Samsara BioCapital GP, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,345,389.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,345,389.00
    11Aggregate amount beneficially owned by each reporting person

    8,345,389.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.5 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    46124U107


    1 Name of reporting person

    Samsara Opportunity Fund, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,194,805.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,194,805.00
    11Aggregate amount beneficially owned by each reporting person

    5,194,805.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.8 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    46124U107


    1 Name of reporting person

    Samsara Opportunity Fund GP, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    5,194,805.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    5,194,805.00
    11Aggregate amount beneficially owned by each reporting person

    5,194,805.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.8 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    46124U107


    1 Name of reporting person

    Srinivas Akkaraju
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    13,540,194.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    13,540,194.00
    11Aggregate amount beneficially owned by each reporting person

    13,540,194.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7.4 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Ordinary shares, nominal value (euro) 0.01 per share
    (b)Name of Issuer:

    Inventiva S.A.
    (c)Address of Issuer's Principal Executive Offices:

    50 rue de Dijon, Daix, FRANCE , 21121 .
    Item 1 Comment:
    This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 21, 2025 (the "Statement") by Samsara LP, Samsara GP and Dr. Akkaraju. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
    Item 2.Identity and Background
    (a)
    This Schedule 13D/A is being filed on behalf of Samsara BioCapital, L.P. ("Samsara LP"), Samsara BioCapital GP, LLC ("Samsara GP"), Samsara Opportunity Fund, L.P. ("Samsara Opportunity Fund"), Samsara Opportunity Fund GP, LLC ("Samsara Opportunity GP") and Dr. Srinivas Akkaraju ("Dr. Akkaraju"). Samsara LP, Samsara GP, Samsara Opportunity Fund, Samsara Opportunity GP and Dr. Akkaraju are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1. Each of the Reporting Persons expressly disclaims the existence of a "group" for purposes of this Schedule 13D/A.
    (b)
    The address of the principal business office of each of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.
    (c)
    The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of each of Samsara GP, which is the general partner of Samsara LP, and Samsara Opportunity GP, which is the general partner of Samsara Opportunity Fund.
    (d)
    During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
    (f)
    Each of Samsara LP, Samsara GP, Samsara Opportunity Fund and Samsara Opportunity GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 of the Statement is hereby amended and supplemented as follows: On November 17, 2025, Samsara Opportunity Fund purchased 5,194,805 American Depositary Shares, representing 5,194,805 Ordinary Shares, of the Issuer at a price of US $3.85 per American Depositary Share, from the underwriters of the Issuer's public offering (the "November 2025 Offering"). The aggregate purchase price for the American Depositary Shares acquired by Samsara Opportunity Fund in the November 2025 Offering was $20.0 million, which was funded by capital contributions from the general and limited partners of Samsara Opportunity Fund.
    Item 5.Interest in Securities of the Issuer
    (a)
    Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of Ordinary Shares and percentages of the outstanding Ordinary Shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 183,956,467 Ordinary Shares outstanding as of November 17, 2025 upon the closing of the November 2025 Offering, as reported in the prospectus supplement filed by the Issuer with the SEC on November 13, 2025. The Reporting Persons' ownership of the Issuer's securities consists of (i) 8,345,389 Ordinary Shares held by Samsara LP; (ii) 4,324,894 Pre-funded Warrants (exercisable for up to 4,324,894 Ordinary Shares) held directly by Samsara LP; (iii) 6,637,037 Performance Warrants (exercisable for up to 5,973,333 Ordinary Shares), held by Samsara LP; and (iv) 5,194,805 Ordinary Shares represented by American Depositary Shares held by Samsara Opportunity Fund. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. The Pre-funded Warrants contain a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Pre-funded Warrants to the extent that, following exercise, Samsara LP, together with its affiliates and other attribution parties, would own more than 4.99% of the outstanding Ordinary Shares. The exercise of the Performance Warrants is subject to the Issuer's release of topline data announcing that any key primary endpoint or key secondary endpoint of its NATiV3, with any dosage regime tested in the trial, have been met no later than June 15, 2027 (the "Triggering Milestone"). By virtue of the Beneficial Ownership Blockers and the Triggering Milestone, the Pre-funded Warrants and Performance Warrants are currently not exercisable and the Ordinary Shares issuable upon exercise of such warrants are not considered beneficially owned as of the date of this filing. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.
    (b)
    Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of Ordinary Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
    (c)
    Except as set forth below and elsewhere in this report, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the date of the filing of the Statement: On October 21, 2025, Samsara LP sold 24,747 Ordinary Shares in open market transactions at prices ranging from $3.26 to $3.33 per share (a weighted-average price of $3.27 per share). On October 22, 2025, Samsara LP sold 51,789 Ordinary Shares in open market transactions at prices ranging from $3.11 to $3.28 per share (a weighted-average price of $3.16 per share). On October 23, 2025, Samsara LP sold 61,048 Ordinary Shares in open market transactions at prices ranging from $2.99 to $3.15 per share (a weighted-average price of $3.06 per share). On October 29, 2025, Samsara LP exercised Pre-funded Warrants to purchase 321,031 Ordinary Shares at an exercise price of 0.01 Euro per share. The foregoing Ordinary Shares and Pre-funded Warrants were held by Samsara LP for the exclusive benefit of limited partners who had redeemed their respective interests in Samsara LP and in which neither Samsara GP nor Dr. Akkaraju had any economic interest.
    (d)
    No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
    (e)
    Not applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 of the Statement is hereby amended and supplemented as follows: Lock-up Agreement Each of the Issuer's executive officers and directors, including Dr. Akkaraju, have agreed, with limited exceptions, for a period of 90 days after November 13, 2025, without the prior written consent of each of Leerink Partners LLC and Piper Sandler & Co., not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, including Ordinary Shares represented by American Depositary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or American Depositary Shares (including, without limitation, Ordinary Shares or American Depositary Shares or such other securities which may be deemed to be beneficially owned by such individual (excluding, in the case of Dr. Akkaraju, securities held by Samsara LP) in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or publicly disclose the intention to make any offer, sale pledge or disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Ordinary Shares or American Depositary Shares or such other securities. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of the lock-up agreement filed herewith as Exhibit 99.2 and incorporated by reference herein.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to Report of Foreign Private Issuer on Form 6-K filed by the Issuer on November 13, 2025 (File No. 1-39374)).

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Samsara BioCapital, L.P.
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
    Date:11/19/2025
     
    Samsara BioCapital GP, LLC
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:By Srinivas Akkaraju, Managing Member
    Date:11/19/2025
     
    Samsara Opportunity Fund, L.P.
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:By Samsara Opportunity Fund GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
    Date:11/19/2025
     
    Samsara Opportunity Fund GP, LLC
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:By Srinivas Akkaraju, Managing Member
    Date:11/19/2025
     
    Srinivas Akkaraju
     
    Signature:/s/ Srinivas Akkaraju
    Name/Title:Srinivas Akkaraju
    Date:11/19/2025
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    Revenues of €9.2 million for the full year of 2024Cash and cash equivalents at €96.6 million as of December 31, 2024 First tranche of up to €348 million Structured Financing closed with aggregate gross proceeds of €116 millionLast patient screened in the NATiV3 Phase 3 clinical trial of lanifibranor in MASH early in January 2025 Pipeline prioritization plan presented to the workers council to focus exclusively on the development of lanifibranor, stopping all preclinical research activities and reducing the workforce by 50% Daix (France), New York City (New York, United States), March 26, 2025 – Inventiva (Euronext Paris and NASDAQ:IVA) (the "Company"), a clinical-stage biopharmaceutical c

    3/26/25 4:00:00 PM ET
    $IVA
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Inventiva announces the schedule of publication and presentation of its 2024 Full-Year Financial Results

    Daix (France), New York City (New York, United States), March 19, 2025 – Inventiva (Euronext Paris and NASDAQ:IVA) ("Inventiva" or the "Company"), a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of metabolic dysfunction-associated steatohepatitis ("MASH") and other diseases with significant unmet medical needs, today announced that its management team will host a webcast to present the Company's 2024 full-year financial results on Thursday, March 27, 2025. Inventiva's 2024 full-year financial results will be published on Wednesday, March 26, 2025 at 4:00 pm (New York), 9:00 pm (Paris). Frédéric Cren, CEO and cofounder

    3/19/25 4:00:00 PM ET
    $IVA
    Biotechnology: Pharmaceutical Preparations
    Health Care