UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 14, 2021

Date of Report (Date of earliest event reported)

DBV Technologies S.A.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +33 1 55 42 78 78

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

On January 14, 2021, DBV Technologies S.A. (the “Company”) received a notice letter (the “Notice Letter”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company’s bylaws do not require a quorum for shareholders’ meetings of at least 33 1/3% of the outstanding shares of the Company’s voting ordinary shares, Nasdaq has determined that the Company does not meet Nasdaq’s quorum requirement under Listing Rule 5620(c)(i) (the “Nasdaq Quorum Requirement”). Prior to January 1, 2020, the Company was a foreign private issuer and was exempt, pursuant to Listing Rule 5615(a)(3), from complying with the Nasdaq Quorum Requirement.

While the Company’s American Depositary Shares (the “ADSs”), each representing one-half of one ordinary share, are listed on Nasdaq, the Company’s ordinary shares are listed on Euronext Paris. Applicable French laws and regulations prohibit French listed companies from having a quorum requirement for shareholders’ meetings that is higher than the minimums set by French law. The minimum quorum requirements under French law are lower than the Nasdaq Quorum Requirement.

Under applicable Nasdaq rules, the Company has 45 days from the date of the Notice Letter to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts such plan, Nasdaq may grant an extension from up to 180 days from the date of the Notice Letter for the Company to evidence compliance with the Nasdaq Quorum Requirement.

The Company has engaged in discussions with Nasdaq regarding its inability to comply simultaneously with the Nasdaq Quorum Requirement and applicable French laws and regulations. On December 31, 2020, as a result of these discussions, Nasdaq filed with the Securities and Exchange Commission (“SEC”) a proposed rule change that would modify the Nasdaq Quorum Requirement applicable to a company incorporated outside of the United States where such company’s home country law is in direct conflict with the Nasdaq Quorum Requirement. The Company believes such rule change, if approved by the SEC, will enable to the Company to regain compliance with all applicable Listing Rules. However, there can be no assurance either that the SEC will approve the rule change submitted by Nasdaq or that the Company will be able to comply with the Quorum Requirement if the SEC does not approve the rule change submitted by Nasdaq.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.