DBVTF DBV Technologies SA (PK)

As filed with the Securities and Exchange Commission on November 20, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DBV TECHNOLOGIES S.A.

(Exact name of registrant as specified in its charter)

177-181 avenue Pierre Brossolette

92120 Montrouge France

+33 1 55 42 78 78

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

2023 Stock Option Plan

2023 Free Share Plan

2022 Stock Option Plan

(Full title of the plans)

Michele Robertson

DBV Technologies Inc.

106 Allen Road

Suite 400

Basking Ridge, New Jersey 07920

+1 908-679-5200

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

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of this Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by DBV Technologies S.A. (the “Registrant”) with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a) The contents of the Registrant’s Registration Statements on Form S-8, previously filed with the Commission on October 22, 2014 (File No. 333-199513);

(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.  001-36697), filed with the Commission on March 2, 2023;

(c) The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December  31, 2022 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed), which was filed with the SEC on March 24, 2023;

(d) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 (File No.  001-36697), filed with the Commission on May  4, 2023, July  31, 2023, and October 31, 2023 respectively;

(e) The Company’s Current Report on Form 8-K  filed with the Commission on March  7, 2023, April  13, 2023, April  20, 2023, October 16, 2023, as supplemented by the Company’s Current Report on Form 8-K/A filed with the Commission on November  2, 2023 and November  6, 2023, and October 31, 2023; and

(f) The description of the Registrant’s Ordinary Shares and American Depositary Shares contained in the Registrant’s Registration Statement on  Form 8-A filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on October 17, 2014 (File No. 001-36697), including any amendment or report filed for the purpose of updating such description.

All other reports and documents filed, but not furnished, by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. In no event, however, will any of the information, including exhibits, that the Registrant discloses under Item 2.02 and Item 7.01 of any report on Form 8-K that has been or may be, from time to time, furnished to the Commission, be incorporated by reference into or otherwise become a part of this Registration Statement.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under French law, provisions of by-laws that limit the liability of directors are prohibited. However, French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities incurred by any of their directors and officers involved in a third-party action, provided that they acted in good faith and within their capacities as directors or officers of the company. Criminal liability cannot be indemnified under French law, whether directly by the company or through liability insurance.

The Registrant maintains liability insurance for its directors and officers, including insurance against liability under the Securities Act of 1933, as amended, and the Registrant has entered into agreements with its directors and executive officers to provide contractual indemnification. With certain exceptions and subject to limitations on indemnification under French law, these agreements to provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity. The Registrant believes that this insurance and these agreements are necessary to attract qualified directors and executive officers.

These agreements may discourage shareholders from bringing a lawsuit against the Registrant’s directors and executive officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and executive officers, even though such an action, if successful, might otherwise benefit the Registrant and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against directors and officers pursuant to these insurance agreements.

Certain of the Registrant’s non-employee directors may, through their relationships with their employers or partnerships, be insured against certain liabilities in their capacity as members of the Registrant’s board of directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

ITEM 9. UNDERTAKINGS

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Montrouge, France on November 20, 2023.

POWER OF ATTORNEY

We, the undersigned directors, officers and/or authorized representative in the United States of DBV Technologies S.A., hereby severally constitute and appoint Daniel Tassé and Sebastien Robitaille, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of DBV Technologies S.A., and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 20, 2023.

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

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 November 20, 2023.

Exhibit 4.1

BY-LAWS

(updated by decision of the CEO on October 25, 2023)

DBV Technologies

Limited Company with share capital of € 9,628,855.30

177-181 avenue Pierre Brossolette - 92120 Montrouge, France

Nanterre Trade and Companies Register No. 441 772 522

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I. - CHARACTERISTIC FEATURES OF THE COMPANY

Article 1 - Form

The Company was incorporated in the form of a French Limited Company (Société Anonyme) with a Board of Directors.

Article 2 - Name

The name of the Company is: “DBV Technologies”

Article 3 - Registered office

The registered office is located at: 177-181 avenue Pierre Brossolette - 92120 Montrouge, France

Article 4 - Corporate Purpose

The Company’s corporate purpose in France and in all countries is:

Article 5 - Term

The Company’s term is ninety-nine years as from its registration in the Trade and Companies Register.

Article 6 - Share capital

The share capital has been set at € 9,628,855.30.

It is divided into 96,288,553 ordinary shares with a par value of 10-euro cents (€0.10) each. All of the shares have been fully subscribed, and their full amount paid up in cash.

Article 7 - Changes to the share capital

I. The share capital may be increased either via the issue of new shares, or by increasing the par value of the existing shares.

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The new shares will be paid for in cash, or via a contribution in kind, offset against liquid and due receivables, or via the incorporation of profits, reserves, or share premiums into the share capital, either as the result of a merger or demerger, or following the exercise of a right attached to transferable securities granting entitlement to the share capital, including payment of the corresponding amounts, where applicable.

The new equity securities will be issued either at their par value, or at that amount plus a share premium.

Only the Extraordinary General Meeting of Shareholders has the power to decide on increasing the share capital, based on a report from the Board of Directors containing the disclosures required by law.

However, the Extraordinary General Meeting of Shareholders may delegate this power to the Board of Directors under the conditions determined by law. The Board of Directors has the requisite powers to perform a capital increase in one or several installments, to determine its terms and conditions, to record its completion, and to amend the By-Laws accordingly within the limits of the powers so granted by the Extraordinary General Meeting of Shareholders.

If the General Meeting of Shareholders decides to increase the share capital, it may delegate the powers required to perform the transaction to the Board of Directors.

If a delegation of power or of authority is used, the Board of Directors will draw up a supplementary report at the next Ordinary General Meeting of Shareholders.

If the capital increase is performed via the incorporation of profits, reserves, or share premiums, the Extraordinary General Meeting of Shareholders will take decisions under the quorum and majority conditions provided for Ordinary General Meetings of Shareholders. In this case, it may decide that rights amounting to fractional shares may neither be traded nor transferred, and that the corresponding equity securities must be sold. The proceeds from the sale will be allocated to the holders in proportion to their rights.

A capital increase by increasing the par value of the shares can only be decided with the shareholders’ unanimous consent, except if it results from the incorporation of profits, reserves, or share premiums into the share capital.

Shareholders will have a preferential right to subscribe to the cash shares issued in order to perform a capital increase, in proportion to the number of shares that they hold. The shares purchased as a result of exercising this right will be shares in the same class as the one for the shares giving rise to said right, together with the shares resulting from the purchase of other transferable securities than shares.

The shareholders may sell all or some of their subscription rights throughout the subscription period. These rights will be tradable if they are stripped from shares that are themselves tradable. Otherwise, they may be sold under the same conditions as the actual shares.

Shareholders may waive their preferential subscription right on an individual basis.

The Extraordinary General Meeting of Shareholders that decides on the capital increase may waive the preferential subscription right under the conditions and limits determined by law, and rule to that effect on the reports prepared by the Board of Directors and the Statutory Auditors under the conditions determined by the laws and regulations in effect.

If the Extraordinary General Meeting of Shareholders, or the Board of Directors in the event of a delegation of authority, has expressly decided to do so, any shares that have not been subscribed on an irrevocable basis will be allotted to shareholders who subscribed to a higher number of shares on a revocable basis than the number to which they were able to subscribe on a preferential basis, in proportion to the subscription rights that they hold, and within the limits of their request, in any event.

If, for any reason, subscriptions have not absorbed the full amount of the capital increase, the Board of Directors may use the options provided for below, or only some of them, in the order that it determines:

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If subscriptions have not absorbed the entire capital increase following the exercise of these options, or three-quarters of the increase in the case provided for under (i) above, the capital increase will not be performed.

However, the Board of Directors may automatically limit the capital increase to the amount raised in all cases where the unsubscribed shares account for less than 3% of the capital increase.

In the event of a capital increase with or without preferential subscription rights, the Extraordinary General Meeting of Shareholders may provide that the number of securities may be increased by up to 15% of the initial issue, at the same price as the one used for the initial issue within a period of thirty days following the close of the subscription period.

If the capital increase creates fractions of shares, shareholders who have an insufficient number of subscription or allotment rights must make arrangements to purchase or sell the rights required to obtain the delivery of a whole number of new shares.

II. The Extraordinary General Meeting of Shareholders (or the Board of Directors in the event of a delegation of authority) may also authorize or decide on a capital decrease, subject to the rights of creditors, where applicable.

Decreasing the share capital below the legal limit can only be decided under the condition precedent of a capital increase intended to return the share capital to an amount that is at least equal to the minimum legal threshold, unless the Company turns itself into a company with another legal form. Otherwise, any interested party may apply to the courts to have the Company wound up. The court may not order the Company to be wound up if the amount of the share capital has been restored to the statutory minimum by the day when it rules on the substance of the case.

Article 8 - Financial year

The financial year runs from January 1 to December 31.

II. - ADMINISTRATION OF THE COMPANY

Article 9 - Executive Management exercise method

The executive management of the Company is the responsibility either of the Chairman of the Board of Directors or of another individual appointed by the Board of Directors bearing the title of Chief Executive Officer.

The Board of Directors chooses between the two Executive Management exercise methods based on the unanimous vote of all of its members.

Where responsibility for the Company’s Executive Management is held by the Chairman of the Board of Directors, the following provisions concerning the role of Chief Executive Officer apply.

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A. The Board of Directors

Article 10 - Composition of the Board of Directors

The Company is governed by a Board of Directors that consists of between 3 and 18 directors.

The Directors are appointed by the General Meeting of Shareholders, deliberating under the quorum and majority conditions for Ordinary General Meetings of Shareholders.

The term of office for the Directors appointed during the term of the company is three (3) years. This term expires at the end of the meeting convened to approve the financial statements for the year just ended, and which is held in the year during which their term of office expires.

By way of exception and in order to allow exclusively for the implementation or maintenance of the staggered terms of office of Directors, the ordinary General Meeting of Shareholders may appoint one or more members of the Board for a term of two (2) years or one (1) year.

The Directors may be dismissed at any time and without any good reason by the General Meeting of Shareholders, deliberating under the quorum and majority conditions for Ordinary General Meetings of Shareholders.

The number of Directors aged over eighty cannot exceed one third of the Board members.

Article 11 - Board Discussions

The Board of Directors meets as often as is required by the Company’s interests at the invitation of the Chairman of the Board of Directors, at the registered office or the place specified in the notice of meeting. The invitation may be issued by any means five days in advance: it may also be issued orally and immediately if all of the Directors and non-voting Board members agree.

The Board of Directors may also make decisions by written consultation of the directors under the conditions provided by law.

The Board of Directors may also, at the discretion of its Chairman, make the following decisions by written consultation:

In the event of a written consultation, the Chairman sends to each director, alternatively (i) by registered letter with acknowledgement of receipt, (ii) by e-mail with acknowledgement of receipt, the text of the proposed decisions as well as all documents useful for his information.

The directors have a period of five calendar days (ending at 11:59 p.m., Paris time, on the last day of this period) from the date of dispatch of the draft decisions to express their vote in writing. The reply is sent alternatively (i) by registered letter with acknowledgement of receipt, (ii) by e-mail with acknowledgement of receipt, to the attention of the Chairman of the Board of Directors, at the Company’s registered office, if any.

The Board of Directors may only validly deliberate on a written consultation if at least half of its members have replied within the time limit indicated above.

Decisions are taken by a majority of the votes of the members who have replied, each member having one vote.

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If it has not met for over two months, at least one quarter of the members of the Board of Directors may ask the Chairman to convene the Board based on a determined agenda. The Chief Executive Officer or a Director may also ask the Chairman to convene the Board of Directors based on a determined agenda. The Chairman will be bound by any such requests.

An attendance register will be kept, and minutes will be drawn up following each meeting. The Board may only validly take decisions if at least half of its members are present.

Except where the choice of the method for exercising Executive Management is concerned, decisions will be taken based on a majority vote of the Directors present or represented. The Chairman will have a casting vote in the event that the vote is split.

The Directors and any individuals asked to attend the Board of Directors’ meetings are required to exercise discretion with respect to information of a confidential nature, and which is provided as such by the Chairman of the Board of Directors.

Article 12 - The Board’s powers

The Board of Directors determines the Company’s guidelines, and ensures their implementation. Subject to the powers specifically assigned to General Meetings of Shareholders, and within the limits of the corporate purpose, the Board will deal with any matter involving the proper operation of the Company, and settle any matters concerning it through its discussions.

The Board of Directors carries out the controls and verifications that it considers appropriate. Every Director will receive all of the information required to fulfill their assignment, and may ask for the disclosure of any documents that they consider useful.

Article 13 - The Chairman of the Board of Directors

The Board of Directors elects a Chairman, who must be a private individual, from among its members, and determines their remuneration, in accordance with applicable law. The Chairman is appointed for a period that may not exceed the length of their term of office as a Director. They are eligible for re-election. The Board of Directors may dismiss the Chairman at any time. Any provisions to the contrary will be considered void.

No one aged 75 or over may be appointed as Chairman. If the incumbent Chairman reaches this age during a financial year, their duties will automatically end following the Ordinary General Meeting of Shareholders convened to approve the financial statements for that financial year.

The Chairman organizes and directs the work undertaken by the Board, and accounts for it at the General Meeting of Shareholders. They ensure that the Company’s bodies operate properly, and especially that the Directors are in a position to fulfill their assignment.

Article 14 - Non-Voting Board Members

The General Meeting of Shareholders may appoint one or two non-voting Board members for the Company who are private individuals, regardless of whether they are shareholders; they will be aged 65 at most on the day of their appointment.

Non-voting Board members are appointed for a period of two (2) years. Their assignment ends after the General Meeting of Shareholders that has approved the financial statements for the year just ended, and held in the year during which their term of office expires.

Non-voting Board members do not receive any remuneration. They may receive allowances determined by the Board of Directors in order to reimburse the expenses that they are required to incur as part of the normal performance of their duties. If the Board delegates a specific assignment to the non-voting Board members or to one of them, they may allocate them an allowance in proportion to the importance of the assignment entrusted to them, as well as a budget for performing said assignment. Non-voting Board members are invited to all of the Board of Directors’ meetings and to all of the General Meeting of Shareholders, and take part in the discussions in an advisory capacity. Non-voting Board members perform a general and permanent advisory and supervisory role at the Company. However, they may not interfere in the management of the Company under any circumstances, or, in general, replace its legal bodies.

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B. The Executive Management

Article 15 - Chief Executive Officers and Deputy Chief Executive Officers

The executive management of the Company is the responsibility of a private individual appointed by the Board of Directors bearing the title of Chief Executive Officer, under the Company’s responsibility.

The Board of Directors may appoint one or more private individuals responsible for assisting the Chief Executive Officer, who will bear the title of Deputy Chief Executive Officer, on the recommendation of the Chief Executive Officer. The number of Deputy Chief Executive Officers cannot exceed five.

The Chief Executive Officer may be dismissed by the Board of Directors at any time. The same applies to the Deputy Chief Executive Officers, on the recommendation of the Chief Executive Officer. If the dismissal is not on justified grounds, it may result in the payment of damages and interest.

Where the Chief Executive Officer ceases, or is otherwise prevented from performing their duties, the Deputy Chief Executive Officers will retain their positions and their assignments until a new Chief Executive Officer is appointed, unless the Board decides otherwise.

The Board of Directors determines the compensation paid to the Chief Executive Officer and the Deputy Chief Executive Officers, in accordance with applicable law.

Article 16 - Powers of the Chief Executive Officer and Deputy Chief Executive Officers

The Chief Executive Officer is granted very extensive powers to act in the Company’s name in all circumstances. They exercise the powers within the limit of the corporate purpose, and subject to those that the law and these By-Laws expressly assign to General Meeting of Shareholders and to the Board of Directors.

They represent the Company in its dealings with third parties. The Company will be committed even by the Chief Executive Officer’s actions that do not relate to the corporate purpose, unless it proves that the third party was aware that the action exceeded that purpose, or could not ignore this fact in view of the circumstances. The sole publication of the By-Laws does not amount to sufficient proof.

The Board of Directors determines the scope and term of the powers granted to the Deputy Chief Executive Officers, with the Chief Executive Officer’s consent. The Deputy Chief Executive Officers have the same powers as the Chief Executive Officer where third parties are concerned.

III. - GENERAL MEETING OF SHAREHOLDERS

Article 17 - General Meeting of Shareholders

The duly constituted General Meeting of Shareholders represents the entire body of shareholders.

Its decisions, which are taken in accordance with the law and the By-Laws, are binding on all of the shareholders, even if they are absent, disagree, or are incapable.

There are three forms of meetings, depending on the purpose of the resolutions put forward:

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Article 18 - Invitations

The Meetings are convened by the Board of Directors. They may also be convened by the Statutory Auditor or by a court representative, under the conditions and in accordance with the procedures provided for by law.

Meetings are convened by the liquidator(s) during the liquidation period.

The Meetings are held at the registered office or at any other location specified in the notice of meeting.

A notice of meeting is published in the Bulletin des Annonces Légales Obligatoires (French Official Gazette, or BALO) at least thirty-five days before a Meeting is held. In addition to the information relating to the Company, the notice specifies the agenda for the Meeting, and the wording of the draft resolutions that will be put forward. Requests to enter points or draft resolutions on the agenda must be addressed to the Company under the conditions provided for by the regulations in effect.

The Meetings are held at the registered office or at any other location specified in the notice of meeting.

Subject to specific legal provisions, the invitation is issued at least fifteen days before the date of the Meeting by a notice inserted in a legal gazette published in the Department where the registered office is located, as well as in the BALO.

The holders of registered shares must be convened under the conditions provided for by the regulations in force.

The notice of meeting must also specify the conditions under which shareholders may vote by post, and the places where, and terms and conditions according to which, they may obtain postal vote forms.

The notice of meeting may be sent, where applicable, with a proxy form and a postal voting form, under the conditions specified in Article 21 of these Articles of Association, or with a postal voting form only, under the conditions specified in Article 21 of these Articles of Association.

Where a Meeting has been unable to take decisions as a result of failing to achieve the quorum required, a second Meeting will be convened, subject to specific legal provisions, at least ten days in advance, in the forms provided for by the regulations in effect.

Article 19 - Agenda

The agenda for Meetings will be prepared by the person convening the meeting.

One or several shareholders, who represent at least the percentage of the share capital specified by law, and acting in accordance with the legal conditions and timeframes, have the option to request the inclusion of points or draft resolutions on the agenda for the Meeting, via registered letter with a request for acknowledgment of receipt.

The Meeting may not discuss an issue that has not been entered on the agenda, which cannot be altered at the time of the second invitation. However, it may dismiss one or several members of the Board of Directors, and replace them in all circumstances.

Article 20 - Participation of Shareholders in Meetings

Any shareholder may participate, personally or by proxy, in the meetings upon proof of identity and ownership of his or her shares, in accordance with the procedures provided for by the laws and regulations in force.

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Article 21 - Postal and proxy voting

Postal voting is carried out in accordance with the terms and conditions laid down by the legal and regulatory provisions. In particular, any shareholder may send postal voting forms either in paper form or, if the Board of Directors decides to do so and publishes the decision in the notice of meeting, by electronic means, before the meetings. Proxy forms may be sent either in paper form or by electronic means before the meetings.

If the Board of Directors decides at the time of convening the meeting to allow the transmission of voting or proxy forms by electronic means, the electronic signature of these forms may result from a reliable process for identifying the shareholder, guaranteeing its link with the remote form to which its signature is attached. The vote thus expressed before the meeting by this electronic means, as well as the acknowledgement of receipt given, will be considered as non-revocable writings and opposable to all. The proxy is however revocable in the same way as those required for the appointment of the proxy. In the event of a transfer of ownership of securities occurring before midnight (Paris time) on the second business day preceding the meeting, the Company will invalidate or modify accordingly, as the case may be, the proxy or the vote cast before the meeting by this electronic means.

Article 22 - Attendance sheet

An attendance sheet containing the information specified by law will be kept at each Meeting.

This attendance sheet, duly initialed by the shareholders present and the proxies, and the shareholders attending via video-conference or another means of telecommunication, in accordance with the legal and regulatory requirements, and to which the powers granted to each representative are appended, together with the postal voting forms, will be certified as accurate by the Meeting Bureau.

The Meetings will be chaired by the Chairman of the Board of Directors. Otherwise, the Meeting will elect its own Chairman.

The tellers’ duties will be performed by two shareholders who are present and agree to do so, and who represent the highest number of votes, both on their own behalf and as proxies.

The Bureau formed in this way will appoint a secretary, who may be chosen from outside the shareholders.

Article 23 - Voting rights attached to shares

The voting right attached to the shares is proportional to the percentage of the total share capital that they represent. Each equity share or dividend share will grant entitlement to one vote. Fully paid-up shares for which proof can be provided that they have been registered in the name of the same shareholder for at least two years do not benefit from double voting rights.

Article 24 - Minutes

The decisions taken at the Meetings will be recorded in minutes that are drawn up in a special ledger held at the registered office, and signed by the members of the Bureau.

Copies or excerpts of the minutes of the decisions will be certified either by the Chairman of the Board of Directors or by the Meeting Secretary. They will be validly certified by the liquidator(s) in the event of liquidation proceedings.

Article 25 - Disclosure of documents

Any shareholder has the right to obtain disclosure of, and the Board of Directors is required to send or make available to them, the documents required to enable them to form an opinion in full knowledge of the facts, and to make an informed judgment on the Company’s management and operations.

The nature of these documents, and the conditions for sending them or making them available to the shareholders are determined by the regulations in effect.

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Every shareholder or their representative may seek the assistance of an expert registered on one of the lists drawn up by the courts, in order to exercise their right of disclosure.

The exercise of the right of disclosure entails the right to take copies, except where records are concerned.

Article 26 - Ordinary General Meeting of Shareholders

The Ordinary General Meeting of Shareholders takes all of the decisions that exceed the powers of the Board of Directors and which do not fall within the remit of the Extraordinary General Meeting of Shareholders.

The Meeting is convened at least once a year, within a period of six months following the end of each financial year, in order to approve the financial statements for that year, subject to this period being extended by an order from the Presiding Judge of the Commercial Court ruling at the request of the Board of Directors.

The Meeting is convened on an extraordinary basis every time that this appears to be in the Company’s interests.

When convened for the first time, the Ordinary General Meeting of Shareholders may only validly deliberate if the shareholders present, represented, or who have voted by post hold at least one fifth of the shares to which voting rights are attached.

No quorum is required if the meeting is convened for a second time and the original agenda has not been amended.

The Ordinary General Meeting of Shareholders decides by a majority of the votes expressed by the shareholders present, represented or voting by mail. The expressed votes do not include those attached to shares for which the shareholder has not taken part in the vote, has abstained or has voted blank or null.

Article 27 - Extraordinary General Meeting of Shareholders

Only the Extraordinary General Meeting of Shareholders is authorized to amend all of the provisions of the By-Laws, and to specifically decide on turning the Company into a company with another legal form. It cannot, however increase the shareholders’ undertakings, except in the case of transactions resulting from a duly executed reverse share split.

The Extraordinary General Meeting of Shareholders may only validly deliberate if the shareholders present, represented or who have voted by post hold at least one quarter of the shares with voting rights at the time of the first invitation, and one fifth of the shares with voting rights at the time of the second invitation. If the second quorum is not achieved, the second Meeting may be postponed to a date no later than two months after the date on which it was convened.

The Meeting passes resolutions based on a two-thirds majority vote expressed by the shareholders who are present, represented, or have voted by post, or who are attending the Meeting via video-conference or another means of telecommunication, in accordance with the legal and regulatory provisions.

As a legal exemption to the above provisions, a General Meeting of Shareholders that decides on a capital increase via the capitalization of reserves, profits, or share premiums may pass resolutions under the same quorum and majority conditions as an Ordinary General Meeting of Shareholders.

Furthermore, where the Extraordinary General Meeting of Shareholders is required to discuss the approval of a contribution in kind or the granting of a particular benefit, the shares held by the individual making the contribution or the beneficial owner will not be taken into account to calculate the majority. The individual making the contribution or the beneficial owner will not have a vote, either on their own behalf, or as a proxy.

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Article 28 - Special Meeting

If there are several share classes, no change may be made to the rights attached to shares in one of these classes without a due vote at an Extraordinary General Meeting of Shareholders open to all shareholders and, furthermore, without an equally compliant vote at a Special Meeting open only to the holders of shares in the class in question.

Special Meetings may only validly discuss matters if the shareholders present, represented, who have voted by post, or who are attending the Meeting via video-conference or via another means of telecommunication in accordance with the legal and regulatory provisions, hold at least one third of the shares with voting rights, where an amendment to those rights is planned, on the first invitation, and one fifth of the shares on the second invitation. Otherwise, the second Special Meeting may be postponed to a date no later than two months after the date on which it was convened.

Special Meetings pass resolutions based on a two-thirds majority of the expressed votes of the shareholders present or represented.

IV. - THE COMPANY’S SECURITIES

Article 29 - Payment for the shares

At least 25% of the par value of shares subscribed in cash must be paid at the time of subscription, together with the full share premium, where applicable.

The balance must be paid in one or several installments, as called by the Board of Directors, and within a period of five years from the date on which the capital increase was finalized.

Calls for funds are made known to the shareholders via a notice published in the BALO fifteen (15) days in advance.

If the shareholder does not make the required payments on the amount of the shares to which they have subscribed at the times determined by the Board of Directors, these payments will automatically bear interest payable to the Company at the legal rate determined in Article L. 313-2 of the French Monetary and Financial Code, as from the end of the month following the date when they are due, without any requirement for a court application or letter of notice. Furthermore, shares for which the required payments have not been made at the end of a period of 30 days as from the sending of a letter of notice to the defaulting shareholder, to which no reply has been received, will no longer grant the right to attend General Meetings of Shareholders and to vote at those Meetings, and will be deducted from the quorum calculation. The right to dividends, and the preferential right to subscribe to capital increases attached to the shares will be suspended. These rights will be recovered once the capital and interest amounts due have been paid. The shareholder may then request the payment of dividends that have not expired, and exercise their preferential subscription right, if the determined timeframe for exercising that right has not expired.

The share capital must be fully paid up before any issue of new shares to be paid for in cash.

Article 30 - Form of the shares - Management of the securities accounts

The shares may be in registered or bearer form, if the legislation allows, depending on the shareholder’s choice.

Issued shares give rise to a registration in individual accounts in the name of each shareholder opened by the Company or any authorized intermediary. These accounts are held under the conditions and in accordance with the procedures provided for by the legal and regulatory provisions.

In order to identify the owners of bearer shares, the company may, under the conditions provided for by the legal and regulatory provisions in force, request, at any time, information concerning the owners of its shares and securities conferring immediate or future voting rights at its own General Meetings of Shareholders.

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Article 31 - Transfer of the shares

Shares registered on an account are transferred from account to account.

Cash shares are freely tradable as from the completion of the capital increase. Shares resulting from contributions are freely tradable as from the completion of the capital increase, i.e. the date of the Meeting or of the meeting of the Board of Directors acting on a delegation of authority, which approved the contributions, in the event of a contribution in kind during the term of the company.

The transfer of ownership will result from their registration on the purchaser’s account, on the date and under the conditions determined by law and the applicable regulations, where applicable.

The shares will be freely tradable, subject to the provisions provided for by law.

Article 32 - Crossing of thresholds

Any private individual or legal entity referred to in Articles L. 233-7, L. 233-9, and L. 223-10 of the French Commercial Code who comes to directly or indirectly hold a number of shares representing a percentage of the Company’s share capital or voting rights higher than or equal to 2.5% or a multiple of that percentage, either on a stand-alone basis or in concert, must inform the Company of the total number of shares, voting rights, and securities granting access to the share capital or to voting rights immediately or in the future that they hold, via registered letter with a request for an acknowledgment of receipt sent to the registered office within a period of four trading days, prior to the market close as from the point when they crossed said percentage threshold(s).

The disclosure obligation provided for above also applies under the same conditions when each threshold mentioned above is crossed downwards.

If they have not been reported under the conditions specified above, shares or voting rights that exceed the percentage that should have been reported will be stripped of their voting rights at General Meetings of Shareholders at any Meeting that may be held until the expiry of a two-year period following the date when the notice of interest was made compliant, in accordance with Article L. 233-14 of the French Commercial Code, if a failure to report has been observed, and if one or several shareholders holding an interest of at least 2.5% have made a request recorded in the minutes of the General Meeting of Shareholders.

The above reports will apply notwithstanding the reports on the crossing of thresholds provided for by the legal or regulatory provisions in effect.

Article 33 - Rights and obligations attached to the shares

Each share entitles the holder to a share in the Company’s profits and assets, in proportion to the amount of capital that it represents.

Furthermore, each share entitles the holder to vote and be represented at General Meetings of Shareholders under legal and statutory provisions.

Shareholders will only be liable up to the amount of the par value of the shares that they hold; any calls for funds above that amount are prohibited.

Ownership of a share automatically entails adherence to the Company’s By-Laws and to the decisions of the General Meeting of Shareholders.

Heirs, creditors, assigns, or other representatives of a shareholder will not be entitled to request seizure of the Company’s assets or securities, or ask for them to be shared out or sold at auction, nor interfere in administrative acts relating to the Company in order to exercise their rights; they must refer to the company records and to the resolutions of the General Meeting of Shareholders.

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Whenever it is necessary to hold several shares in order to exercise a given right, such as in the case of an exchange, reverse share split or allotment of shares, or an increase or decrease in the share capital, or a merger or other corporate transaction, the holders of single shares, or of a lower number of shares than required, may only exercise these rights if they personally arrange for the consolidation, and potentially the purchase or sale of the shares required.

However, in the event of the exchange of securities following a merger or demerger transaction, a capital decrease, a reverse share split or share split, and the mandatory conversion of bearer shares to registered shares, or of the distribution of securities charged to the reserves relating to a capital decrease, or the distribution or allotment of bonus shares, based solely on a decision by the Board of Directors, the Company may sell securities that the beneficiaries have requested to be delivered to them, as long as it has carried out the publication formalities provided for in the regulations at least two years beforehand.

As from the sale, the old securities or the old rights to distributions or allotments will be canceled, as and when required, and their holders will only be able to claim the cash allocation of the net proceeds of the sale of the unclaimed securities.

Article 34 - Beneficial & Bare ownership

The shares are indivisible as regards the Company.

Joint owners of shares are required to have themselves represented to the Company by just one of them, who will be considered as the sole owner, or by a single proxy; in the event of disagreement, the single proxy may be appointed by a court at the request of the first joint owner to do so.

Unless the Company has been notified of an agreement to the contrary, the beneficial owners of shares will validly represent the bare owners with the Company. Voting rights will be held by the beneficial owner at Ordinary General Meetings of Shareholders and by the bare owner at Extraordinary General Meetings of Shareholders.

Unless otherwise agreed between the parties, the preferential subscription right attached to securities belongs to the bare owner where the shares are encumbered by a usufruct interest.

V. - COMPANY FINANCIAL STATEMENTS

Article 35. - Preparation and approval of the company financial statements

Where applicable, the Board of Directors will prepare and publish the consolidated financial statements, together with the report regarding the management of the Group.

All information measures will be taken in compliance with the law and the regulations.

Article 36 - Audit of the financial statements

The financial statements will be audited by one or several incumbent, and, where applicable, alternate Statutory Auditors, under the conditions determined by Articles L. 225-218 of the French Commercial Code.

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Article 37 - Allocation of the amounts available for distribution

Following the approval of the financial statements, and the recording of the existence of amounts available for distribution, the Ordinary General Meeting of Shareholders will determine the share of these amounts allotted to the shareholders in the form of a dividend; this dividend will be charged to the distributable profit for the year as a priority.

The procedures for paying the dividends or interim dividends are determined by the General Meeting of Shareholders.

Write-down differences are not available for distribution.

If required, the Meeting will allocate the non-distributed portion of the profit for the financial year available for distribution in the proportions that it determines, either to one or several reserves, which may be general or special, which remain at its disposal, or to the “retained earnings” account.

Any losses will be carried forward, unless the Meeting decides to offset them against existing reserves.

VI. - LIQUIDATION OF THE COMPANY

Article 38 - Liquidation

Once it has been wound up, the Company will be liquidated under the conditions determined by the French Commercial Code.

Unless the Ordinary General Meeting of Shareholders decides otherwise, the liquidator or liquidators will pursue any ongoing business until it is completed.

The net proceeds of the liquidation, following the settlement of the liabilities and payroll expenses, and repayment to the shareholders of the non-amortized par value of their shares, will be divided between the shareholders, taking the rights of the different share categories into account, where applicable.

Vll - MISCELLANEOUS ITEMS

Article 39 - Powers

All powers will be granted to the bearers of original copies of these By-Laws, or of copies or excerpts certified as original, in order to carry out all formalities.

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Exhibit 5.1

November 20, 2023

DBV Technologies

177-181 avenue Pierre Brossolette

92120 Montrouge

France

Re: Registration Statement on Form S-8 of DBV Technologies

Ladies and Gentlemen:

We are acting as special French counsel for DBV Technologies (the “Company”), a French société anonyme, in connection with the filing of the Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of up to 9,776,013 ordinary shares of the Company, par value €0.10 per share (the “Shares”) pursuant to the Company’s 2022 and 2023 Stock Option Plans and the 2023 Free Share Plans (collectively, the “Plans”).

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. In rendering this opinion, as to certain factual matters, we have, with your consent, relied upon oral and written representations of officers of the Company with respect to the accuracy of the factual matters addressed in such representations.

In such examination, we have assumed that the entry into the Plans and the issuance of the Shares by the Company are (a) in the Company’s corporate interest and (b) serving the Company’s corporate purpose (objet social) as set forth in its statuts or other constitutional documents.

The opinion expressed herein is limited to the laws of France as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction. We have assumed that the Company will take no action inconsistent with the Plans and the resolutions authorizing the Company to issue the Shares. We have also assumed that (1) the resolutions authorizing the Company to issue the Shares pursuant to the respective Plans as adopted by the extraordinary shareholders’ meeting, the Board of Directors (the “Board”) and, the chief executive officer (directeur géneral) of the Company, if applicable, have not been or will not be amended or superseded, have been or will be duly passed at duly convened and held meetings and, with respect to the Board, of duly appointed members, (2) the resolutions authorizing the Company to issue the Shares pursuant to the respective Plans as adopted by the extraordinary shareholders’ meeting, the Board of Directors and the chief executive officer (directeur géneral) of the Company, if applicable, and the applicable award agreements have been or will be in full force and effect on the date of such awards, (3) for any future awards under the Plans, such future awards will be approved by the Board and, if applicable the chief executive officer (directeur géneral) of the Company in accordance with applicable law and with the terms of the relevant Plan, (4) the amount of Shares awarded under the Plans have been and will remain within the limits of the then authorized but unissued amounts of Shares pursuant to the resolutions set forth in (2) above, and (5) all Shares issued under the Plans will be issued in compliance with applicable law and with the relevant terms of the Plans.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued pursuant to the Plans have been duly authorized by the relevant extraordinary general meetings of the Company’s shareholders and, when issued in accordance with the respective Plans and against payment of due consideration therefor (to the extent applicable), will be validly issued, fully paid and non-assessable.

The term “non-assessable”, which has no recognized meaning in French law, for the purposes of this opinion means that no present or future holder of Shares issued under the Plans will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person after the issuance of the Shares issued under the Plans.

We do not undertake or accept any obligation to update this opinion to reflect subsequent changes in French law or factual matters arising after the date of effectiveness of this Registration Statement.

The opinion set out above is subject to the following qualifications :

We are members of the Paris bar and this opinion is limited to the laws of the Republic of France. This opinion is subject to the sovereign power of the French courts to interpret agreements and assess the facts and circumstances of any adjudication. This opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the Republic of France.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement filed by the Company to effect registration of the Shares to be issued and sold pursuant to each Plan under the Securities Act of 1933, as amended (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

2.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2023, relating to the consolidated financial statements of DBV Technologies S.A. and subsidiaries (the “Company”), appearing in Annual Report on Form 10-K of the Company for the year ended December 31, 2022.

/s/ Deloitte & Associés

Paris – La Défense, France

November 20, 2023

Exhibit 23.2

		KPMG S.A. Tour EQHO 2 Avenue Gambetta CS 60055 92066 Paris la Défense Cedex         France		Telephone:     Telefax: Internet:		+33 (0)1 55 68 68 68 +33 (0)1 55 68 73 00 www.kpmg.fr

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 2, 2023, with respect to the consolidated financial statements of DBV Technologies S.A. and subsidiaries, incorporated herein by reference.

/s/ KPMG S.A.

Cédric Adens

Partner

Paris-La Défense, France

November 20, 2023

Exhibit 99.1

DBV TECHNOLOGIES

PLAN RULES OF THE

2023 STOCK OPTION PLAN (INTERNATIONAL VERSION)

Purpose and background of the Plan:

DBV Technologies (“DBV Technologies” or the “Company”) is granting to its employees options to purchase and/or subscribe shares of DBV Technologies under this 2023 Stock Option Plan (the “Plan”). Through this Plan, employees can become shareholders of DBV Technologies, rewarding their contributions to its development.

The implementation of this Plan is based on the authorization given by the shareholders of the Company at the Annual General Meeting of Shareholders of DBV Technologies held on Avril 12, 2023, in its 35^th resolution, which authorized the Board of Directors to award options to purchase and/or subscribe shares of DBV Technologies (such awards being referred to as “Options”) to employees of the Company and its subsidiaries, in accordance with articles L. 225-177 et seq. as well as L. 22-10-56 et seq. of the French Commercial Code. The implementation of this Plan should also comply with articles L. 22-10-8 et seq. as well as L. 22-10-34 of the French Commercial Code.

The grant of Options under this Plan was made on November 20, 2023 (the “Grant Date”), by the Board of Directors of the Company. Each Option entitles its holder to acquire/subscribe to one share of the Company at a preferred exercise price, subject to the satisfaction of a continued employment condition and to the other terms and conditions set forth in this Plan.

This document sets forth the terms of the Plan for participants who are employed by a company of the DBV Technologies Group (as this term is defined below) located outside of France, on the Grant Date.

Individuals receiving Options under this Plan (“Participants”) are employees and corporate officers of the Company and those companies in which it holds directly or indirectly a majority of the share capital and/or voting rights (together the “Group Companies” or “DBV Technologies Group”).    The list of Participants, the number of Options granted to each and the exercise price (“Exercise Price”) have been fixed by the Board of Directors on the Grant Date.

Each Option entitles its holder to acquire/subscribe to one share of the Company (“Share”) at the Exercise Price, subject to conditions set forth in this Plan.

The Exercise Price is € [•], which is equal to the price of the Shares on Euronext Paris on the Grant Date, which is not less than the average of the share prices quoted over the twenty (20) trading days preceding the Grant Date.

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Each Participant will be informed of the grant by a notification letter (which may be sent electronically on the website of the plan administrator mandated by the Company (the ”Plan Administrator”)). The Participant must acknowledge receipt of the notification and accept the grant within 60 days of the date of the notification letter, failing which the Company may cancel the grant, without prior notice or compensation. The acceptance procedure will be set forth in the notification letter. Acceptance of the grant by the Participant will also include an acceptance of its terms and of these Plan rules, including Annex 1.

The Options will vest in installments over a four-year period starting from the Grant Date, according to the schedule set forth below and subject to the satisfaction of the continued employment condition and to the other terms and conditions set forth in this Plan. Such installments are not necessarily equal and may be subject to rounding.

For each Option, the period between the Grant Date and its scheduled “Vesting Date” set forth below is referred to as its “Vesting Period”.

In the event that the Participant’s employment or corporate office is involuntary terminated other than for cause within twelve months following the date of the consummation of a takeover leading to a change of control of the Company as defined in Article L. 233-3 of the French Commercial Code, the vesting and exercisability of each of the Participant’s Options (including the Options that have not vested) shall be automatically accelerated in full. The Options shall then be exercisable during a 90 day-period starting from the date on which the Participant is notified of his or her termination.

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and his or her employer, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, then “Cause”

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shall mean any of the following acts by the Participant, as determined by the Company: gross neglect of duty, prolonged absence from duty without the consent of the Company or applicable Group Company, material breach by the Participant of any published Company or applicable Group Company code of conduct or code of ethics; intentionally engaging in activity that is in conflict with or adverse to the business or other interests of the Company or applicable Group Company; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company or applicable Group Company. The determination of the Company as to the existence of “Cause” shall be conclusive on the Participant.

Once vested, the Options can be exercised, on one or more occasions at the Participants’ discretion, at any time between the first anniversary date of the Grant Date (included), and the tenth anniversary date of the Grant Date, on November 20, 2033 (included) at midnight Paris Time (the “Exercise Period”), subject to the terms and conditions of this Plan.

Thereafter, the Options will automatically lapse.

Each Participant may exercise their Options by (i) giving written notice to the Company specifying the number of Shares with respect to which the Options are being exercised (ii) providing full payment of the aggregate Exercise Price for the number of Shares specified in the notice.

Payment of the Exercise Price for the Shares may be made in cash, by certified or bank check or other instruments acceptable to the Plan Administrator.

The Shares purchased/subscribed upon exercise of the Options shall be transferred to the Participant upon compliance to applicable laws or regulations in connection with such transfer and with the requirements hereof.

In accordance with applicable law, the Board of Directors may suspend for a given period, at its sole discretion, the exercise rights attached to the Options.

The vesting and the exercise of each Participant’s Options are subject to him or her remaining an employee or executive corporate officer of the Company or another Group Company until the scheduled Vesting Date and, thereafter, until the date of exercise. Such employment must be continuous and without interruption. Exceptions to this condition are set forth below.

If employment or corporate office is terminated or lapses at any time, then any Option that was previously exercisable on or prior to the termination date (the “Termination Date” as defined below) according to the vesting schedule set forth in Article 2, shall then be exercisable during a 90 day-period starting from the Termination Date. After this period the vested Options shall be immediately cancelled without prior notice or compensation. Any Option that has not vested on or prior to the Termination Date shall also be immediately cancelled without prior notice or compensation.

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The Termination Date shall mean the date on which employment or corporate office is terminated or lapses or, if sooner:

Employment will also be deemed to be terminated for these purposes if at any time the company employing the Participant or in which he or she holds corporate office shall cease to be a “Group Company” as a result of a reduction in DBV Technologies’ stake in such company (share capital and/or voting rights).

Notwithstanding the provisions of Article 4, an exception to the Continued Employment Condition shall be made in the following cases:

The Options shall be fully vested and may thereafter be exercised by the Participant’s heir(s) for a period of six (6) months from the date of death. The Shares resulting from the exercise of the Options will then be freely transferable.

For Participants who are employed by a U.S. company of the DBV Technologies Group, “disability” shall have the meaning provided for under Section 409A of the Internal Revenue Code.

For Participants who are employed by the Company or a French company of the DBV Technologies Group or by any other entity of the DBV Technologies Group which is not a U.S. company, “disability” shall have the meaning provided in the second or third of the categories provided for by Article L. 341-4 of the French Social Security Code.

Following a disability, the Options outstanding and vested on such date according to the vesting schedule set forth in Article 2 shall remain exercisable. The Shares resulting from the exercise of the Options will then be freely transferable. Any Options not vested on or prior to the date of disability shall terminate immediately and be of no further force or effect, without prior notice or compensation.

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For Participants who are employed by a U.S. company of the DBV Technologies Group, retirement shall mean a termination of continued employment after attainment of age 62.

For Participants who are employed by the Company or a French company of the DBV Technologies Group, retirement shall mean retirement after meeting retirement eligibility in accordance with applicable French law or in an early retirement within the framework of a collective legal or contractual early retirement plan set up by the relevant Group Company.

For Participants employed by a company of the DBV Technologies Group located outside of France or the United States, retirement shall mean retirement after meeting retirement eligibility in accordance with the applicable local law.

Following a retirement, the Participant may retain and exercise any Options that have vested prior to the effective date of retirement. The Participant’s Options scheduled to vest on the first scheduled Vesting Date occurring after the effective date of retirement, shall remain eligible to vesting. Options with a subsequent Vesting Date shall be immediately cancelled, without prior notice or compensation. Vested Options may thereafter be exercised by the Participant at any time during the Exercise Period.

For Beneficiaries who are employees of the Company or of a company of the DBV Technologies Group, the applicable legal waiting period between two employment contracts should not be considered as a breach of the Continued Employment Condition.

For the purposes of the Plan, during this period, Beneficiaries will be deemed to have continued their employment within the DBV Technologies Group.

In addition to the foregoing, the Board of Directors of the Company may waive the Continued Employment Condition in whole or in part on a case by case basis, in its discretion.

The transfer of the Shares resulting from the exercise of the Options is possible only as from the first anniversary date of the Grant Date (included).

However, any Participant or the heirs or assigned of a deceased Participant as provided by Article 5 above are entitled to transfer the resulting Shares at any time after the acquisition of such Shares.

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The exercise of the Options by the Participant and the transfer or sale of the resulting Shares by the Participant must be made in compliance with various provisions aimed at ensuring the transparency and the security of financial markets, and in particular those provisions concerning insider trading. In this regard, periods preceding the publication of the annual and interim financial statements will be fixed and announced by the Company, during which the sale of Shares will be prohibited. Furthermore, the Board of Directors may implement procedures that Participants must follow before selling shares, in order to ensure that they are in not in possession of information liable to block such sale.

More generally, Participants will be required to adhere to the Company’s Insider Trading Policy and to applicable French and U.S. federal and state laws.

Notwithstanding anything in this Plan to the contrary, the transfer of any Shares shall be conditioned on compliance with all applicable laws and regulations. The Company shall not be required to transfer Shares in any circumstances that it deems not to be in compliance with such laws and regulations.

If any such law or regulation shall require the Company, or any Participant to take any action in connection with the transfer, the transfer of Shares shall be suspended and deferred until such action shall have been taken.

The Shares subscribed by the Participant will be new or existing ordinary shares to be issued by DBV Technologies, at the choice of the Board of Directors of DBV Technologies. In the absence of an express choice before the end of the first anniversary date of the Grant Date, then the Shares will be new shares.

The new Shares issued in favor of some or all the Participants shall have the same rights as those attached to the existing DBV Technologies shares as from their issuance.

In the event of a redemption or reduction of share capital, a change in the allocation of profits, a grant of free shares to all of the shareholders, an increase in share capital by incorporation of reserves, profits or share premium, a distribution of reserves, a share buy-back at a price above the share price on the stock exchange or any issues of equity instruments that includes subscription rights reserved for the shareholders, the Exercise Price and the number of Shares to which an Option gives right will be adjusted in order to take into account such issuance or other capital transaction.

If such a situation is covered by existing law or regulation, such law or regulation shall be applied.

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If such a situation is not covered by existing French law or regulation, the General Meeting of Shareholders or the Board of Directors when deciding to proceed with such securities issuance or other modification of the share capital may adopt any adjustment measures necessary to protect the rights of the holders of the Options, using by analogy the rules and regulations which would govern similar cases.

Each Participant will be informed of the practical terms of such an adjustment and of its consequences on his/her award of Options.

Any Shares transferred under this Plan to a Participant who is a current or former executive officer of the Company shall be subject to compensation recovery (clawback) to the extent required by applicable law or regulations and DBV’s recovery policy in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under the applicable securities laws.

In accordance with Article L. 228-101 of the French Commercial Code, if the Company is absorbed by another company or merges with one or several other companies resulting in the creation of a new entity, or in case of a demerger (scission), the Participants will be entitled to exercise their Options in the company or companies receiving the capital contributions.

The Participant is responsible for making declarations and payments to be made or owed by him/her under applicable law and particularly in respect of his/her tax liabilities. Applicable social security law and tax law vary depending on the country of residence of the Participants.

Each Participant is responsible for inquiring about the social and tax treatment applicable to him /her in his/her country of residence due to the grant or exercise of Options or the issuance or transfer of the resulting Shares.

In the event that, as a result of the grant or exercise of Options or the issuance or transfer of the resulting Shares and, as the case may be, as provided by applicable law, DBV Technologies or a Group Company would have to pay taxes, social security contributions or any other tax or governmental contribution on behalf of the Participant, DBV Technologies reserves the right to delay or prohibit the grant, exercise and/or issuance or transfer of the Shares until such Participant has repaid to DBV Technologies or to the relevant Group Company the amount corresponding to such taxes, social security contributions or any other tax or governmental contribution. DBV Technologies or the relevant Group Company as the case may be, reserves the right to deduct such taxes, social security contributions or any other tax or governmental contribution from the compensation due to the Participant concerned.

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The Options are not transferrable.

Options do not have any right attached to ordinary shares, including voting rights or rights to dividends. The Participant shall become full owners of the Shares and attached rights only upon exercise of the Options.

The Options are separate from the Participant’s employment contract and are not part of it. They are not taken into account to compute termination payments, pensions or any other payments made in the context of employment relationship termination.

None of the provisions which are set out in the Plan constitute an element of the employment contract of a Participant. The rights and obligations deriving from the employment relationship between the Participant and DBV Technologies or a Group Company shall in no way be affected by the Plan from which they are completely distinct. Participation in the Plan shall not confer any right relating to the continuation or creation of any employment relationship or any right upon termination of any such relationship.

It will be the responsibility of the Board of Directors to construe the provisions of the Plan, if required, which may delegate this power to the Chief Executive Officer or to the Global Head of Human Resources of the Group.

This Plan is governed and shall be construed in accordance with French law, and any claim relating thereto will be subject to the jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris. For Participants who are who are employed by a U.S. Company of the DBV Technologies Group, this Plan shall be construed in accordance with Section 409A of the United States Internal Revenue Code.

The terms of this Plan may be amended or supplemented by the Board of Directors (i) if it deems such amendment or supplement to be appropriate and not materially adverse to the interest of the affected Participants or (ii) by mutual agreement with the affected Participants.

More generally, in the event of a change in any legal, regulatory or accounting requirements applicable to the Plan, or any change in the interpretation thereof, in particular with respect to the fiscal or social treatment of any grant or exercise of Options, or delivery of Shares under the Plan, affecting the Company, any Group Company or any Participants, the terms of the Plan may be amended or supplemented by the Board of

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Directors, in its discretion and in the manner that it deems appropriate, in response to such change. For example, the Board of Directors may choose to shorten or lengthen the Vesting Period, the Exercise Period and/or to introduce a mandatory lock-up period and/or waive or modify any condition to Exercise Conditions and/or introduce new conditions. Furthermore, the Board of Directors may, if it deems the delivery of Shares to any Participant following exercise of Options would be impossible or inopportune, choose to pay instead an amount in cash of equivalent value, net of taxes and social charges. The amount and timing of any such payment would be determined by the Board of Directors in its discretion, by reference to the number and timing of any Shares to be otherwise delivered to Participants hereunder following the exercise of Options, to be valued by the Board of Directors on or around the scheduled delivery date, or by reference to an average price over a period preceding such date.

Participants shall not be entitled to any indemnification for any loss of value and/or increased tax or social costs resulting from any such amendments or supplements to the Plan, irrespective of whether such loss or increase is of general application or is specific to them in view of their personal situation.

* * *

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Annex 1

Information Notice on the Protection of Personal Data

By participating in the Plan, the Participant acknowledges that his/her personal information be subject to electronic data processing carried out under the control of the Company, with the assistance of his/her employer, in accordance with French Law n°78-17 of January 6, 1978 on data processing, data files and individual liberties, the EU Regulation on Data protection (2016/679) of April 27, 2016 (GDPR) and applicable local laws. It shall be implemented on the basis of legitimate interest (Article 6(1)(f) of the GDPR) because it is necessary for the administration of his/her rights under the plan and on for compliance of legal obligations (Article 6(1)(c) of the GDPR), for all purposes relating to the implementation of the Plan, i.e.:

All personal information subject to the electronic data processing is mandatory for the participation to the Plan. All this information will be transmitted (and be transferred to France) to and used for account administration and electronic storage of this data, by the internal departments of the Group in charge of the management of his/her shareholder’s account, and to external entities designated to manage the same, and to all persons statutorily or expressly authorized by DBV Technologies or by an employer to hold and process this information (in particular the holder of shareholders accounts), as well as to any future acquirer of DBV Technologies or his/her employing company or the business in which he/she is working within the duration of the Plan. This personal information shall be retained for the time required for the completion of the Plan and for the purposes of the management of the shareholder’s account, until he/she sells all his/her DBV Technologies shares under the Plan, and thereafter for archiving purposes until the expiration of the limitation period of any possible litigation relating to the processing of such data.

Every Participant will be able to exercise a right to access, to modify and to rectify, and as well as to delete (once he/she no longer holds any Shares under the Plan) any information relating to him/her. Furthermore, each Participant will have the right to restriction of processing and to object to processing as well as the right to data portability. The right of data portability shall allow the Participant to recover his/her data directly or to transfer them or have them transferred to another data controller (subject to legal limits). According to French law, he/she will have a right to define the directives in relation to the registration, the removal and the communication of his/her personal data after his/her death.

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In some countries, local regulations require the express consent of the Participant for the processing and transfer of his/her personal data. In such a case, the Participant’s consents, under the acceptance procedure, to the collection, use, storage and transfer of his/her personal data, within the framework of local law. Furthermore, local law may provide that he/she has the right to withdraw his/her consent for the processing of his/her personal data. However, his/her personal data is necessary for the processing of his/her participation to the Plan, the holding of his/her Shares under the Plan and the execution of all operations related to his/her investment. Accordingly, he/she will be able to exercise his/her right to withdraw his/her consent only when all the Shares held under the Plan have been sold.

The Company has appointed a data protection officer, who is responsible for compliance with this notice and can be contacted at the following address: dataprivacy@dbv-technologies.com.

The Participant have the right to lodge a complaint with his/her supervisory authority (in France, the supervisory authority is the CNIL), concerning the protection of personal data.

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Exhibit 99.2

DBV TECHNOLOGIES

PLAN RULES FOR THE

2023 FREE SHARE PLAN (INTERNATIONAL VERSION)

Purpose and background of the Plan:

DBV Technologies (“DBV Technologies” or the “Company”) is granting to its employees a right to receive shares of DBV Technologies for free under this 2023 Free Share Plan (the “Plan”). Through this Plan, employees can become shareholders of DBV Technologies, rewarding their contributions to its development.

The implementation of this Plan is based on the authorization given by the shareholders of the Company at the Annual General Meeting of Shareholders of DBV Technologies held on April 12, 2023, in its 34^th resolution, which authorized the Board of Directors to award free shares (such awards being referred to as “Restricted Stock Units”) to employees of the Company and its subsidiaries, in accordance with articles L. 225-197-1 to L. 225-197-5 as well as L. 22-10-59 et seq. of the French Commercial Code. The implementation of this Plan should also comply with articles L. 22-10-8 et seq. as well as L. 22-10-34 of the French Commercial Code.

The grant of Restricted Stock Units under this Plan was made on November 20, 2023 (the “Grant Date”), by the Board of Directors of the Company. Each Restricted Stock Unit entitles its holder to receive one share of the Company, subject to the satisfaction of a continued employment condition and to the other terms and conditions set forth in this Plan.

This document sets forth the terms of the Plan for participants who are employed by a company of the DBV Technologies Group (as this term is defined below) located outside of France, on the Grant Date.

Individuals receiving restricted stock units under this Plan (“Participants”) are employees and corporate officers of the Company and those companies in which it holds directly or indirectly a majority of the share capital and/or voting rights (together the “Group Companies” or “DBV Technologies Group”). The list of Participants and the number of Restricted Stock Units granted to each has been fixed by the Board of Directors on the Grant Date.

Each Participant will be informed of the grant by a notification letter (which may be sent electronically on the website of the plan administrator mandated by the Company (the “Administrator”)). The Participant must acknowledge receipt of the notification and accept the grant within 60 days of the date of the notification letter, failing which the Company may cancel the grant, without prior notice or compensation. The acceptance procedure will be set forth in the notification letter. Acceptance of the grant by the Participant will also include an acceptance of its terms and of these Plan rules, including Annex 1.

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The right to receive Shares under the Restricted Stock Units will vest in installments over a four-year period starting from the Grant Date, according to the schedule set forth below and subject to the satisfaction of the continued employment condition and to the other terms and conditions set forth in this Plan. Such installments are not necessarily equal and may be subject to rounding.

For each Restricted Stock Unit, the period between the Grant Date and its scheduled “Vesting Date” set forth below is referred to as its “Vesting Period”.

In the event that the Participant’s employment or corporate office is involuntary terminated other than for cause within twelve months following the date of the consummation of a change of control of the Company as defined in Article L. 233-3 of the French Commercial Code, the vesting of each of the Participant’s Restricted Stock Units (including the Restricted Stock Units that have not vested) shall be automatically accelerated in full and the underlying Shares shall be delivered as soon as practicable thereafter. In the event of change in control occurring prior to the second anniversary of the Grant Date, such delivery shall be made on the first business day following such second anniversary.     

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and his or her employer, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, then “Cause” shall mean any of the following acts by the Participant, as determined by the Company: gross neglect of duty, prolonged absence from duty without the consent of the Company or applicable Group Company, material breach

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by the Participant of any published Company or applicable Group Company code of conduct or code of ethics; intentionally engaging in activity that is in conflict with or adverse to the business or other interests of the Company or applicable Group Company; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company or applicable Group Company. The determination of the Company as to the existence of “Cause” shall be conclusive on the Participant.

The vesting of each Participant’s Restricted Stock Units on their respective Vesting Date is subject to him or her remaining an employee or executive corporate officer of the Company or another Group Company for the full duration of the applicable Vesting Period, up to and including the Vesting Date. Such employment must be continuous and without interruption. Exceptions to this condition are set forth below.

If employment or corporate office is terminated or lapses at any time during the Vesting Period, then all Restricted Stock Units eligible to vest according to the vesting schedule set forth in Article 2 on or after the Termination Date (as defined below) shall be immediately cancelled, without prior notice or compensation.

The Termination Date shall mean the date on which employment or corporate office is terminated or lapses or, if sooner:

Employment will also be deemed to be terminated for these purposes if at any time the Company employing the Participant or in which he or she holds corporate office shall cease to be a “Group Company” as a result of a reduction in DBV Technologies’ stake in such company (share capital and/or voting rights).

Notwithstanding the provisions of Article 3, an exception to the Continued Employment Condition shall be made in the following cases:

a) Death of the Participant

For Participants who are employed by a U.S. company of the DBV Technologies Group, the Shares underlying the outstanding Restricted Stock Units shall be delivered within 90 days of the date of death to the Participant’s heirs or assignees, or in escrow if they cannot be identified.

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For Participants who are employed by the Company or a French company of the DBV Technologies Group or by any other entity of the DBV Technologies Group which is not a U.S. company, the heirs or assignees may request an early delivery of the Shares underlying the outstanding Restricted Stock Units within six (6) months from the date of death of the Participant.

The Shares received will be freely transferable.

b) Disability of the Participant

For Participants who are employed by a U.S. company of the DBV Technologies Group, “disability” shall have the meaning provided for under Section 409A of the Internal Revenue Code. Following a disability, the Shares underlying the outstanding Restricted Stock Units shall be delivered within 90 days of notification to the Company.

For Participants who are employed by the Company or a French company of the DBV Technologies Group or by any other entity of the DBV Technologies Group which is not a U.S. company, “disability” shall have the meaning provided in the second or third of the categories provided for by Article L. 341-4 of the French Social Security Code. Following a disability, the affected may request early delivery of the Shares underlying the outstanding Restricted Stock Units.

The Shares received will be freely transferable.

c) Retirement of the Participant

For Participants who are employed by a U.S. company of the DBV Technologies Group, retirement shall mean a termination of continued employment after attainment of age 62.

For Participants who are employed by the Company or a French company of the DBV Technologies Group, retirement shall mean retirement after meeting retirement eligibility in accordance with applicable French law or in an early retirement within the framework of a collective legal or contractual early retirement plan set up by the relevant Group Company.

For Participants employed by a company of the DBV Technologies Group located outside of France or the United States, retirement shall mean retirement after meeting retirement eligibility in accordance with the applicable local law.

Following a retirement, the Participant shall remain eligible to receive Shares in respect of Restricted Stock Units scheduled to vest on the first scheduled Vesting Date occurring after the effective date of retirement. Restricted Stock Units with a subsequent Vesting Date shall be immediately cancelled, without prior notice or compensation.

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d) Waiting period between two employment contracts

For Beneficiaries who are employees of the Company or of a company of the DBV Technologies Group, the applicable legal waiting period between two employment contracts should not be considered as a breach of the Continued Employment Condition.

For the purposes of the Plan, during this period, Beneficiaries will be deemed to have continued their employment within the DBV Technologies Group.

In addition to the foregoing, the Board of Directors of the Company may waive the Continued Employment Condition in whole or in part on a case by case basis, in its discretion.

On the first Paris business day following each scheduled Vesting Date, the Company should deliver to each Participant the Shares underlying the Restricted Stock Units that will have vested on such Vesting Date, following compliance with the conditions and criteria of Vesting set forth in this Plan. The Company will ensure that the delivery will occurred at the scheduled date, however a processing delay may apply during the delivery process which should not in any case hinder the rights of the Participant to receive Shares.

The Shares will be delivered in securities accounts under each Participant’s name maintained by Banque Transatlantique or any other financial institution appointed by DBV for the administration of this Free Share Plan and will be held in administered registered form (“nominatif administré”).

In addition, subject to applicable law and regulations, the Company may, prior to each Delivery, in the discretion of the Board, determine that the Shares may, or must, be held through a fonds commun de placement d’entreprise or “FCPE”or any other custodial arrangement.

As an exception to the foregoing, the Shares underlying the Restricted Stock Units that will have vested prior to the second anniversary of the Grant Date, will be delivered on the first [Paris] business day following the second anniversary and not before, except in case of death or disability.

Shares delivered on or after the second anniversary of the Grant Date will be freely transferable and not subject to any lock-up period.

In all cases, Shares received under this Plan may not, pursuant to the current provisions of Article L. 22-10-59 of the French Commercial Code, be transferred or sold:

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Should periods defined under Article L. 22-10-59 of the French Commercial Code change over time, or be deleted, any new provision will automatically replace the provisions described above.

More generally, Participants will be required to adhere to the Company’s Insider Trading Policy and to applicable French and U.S. federal and state laws.

Notwithstanding anything in this Plan to the contrary, the delivery of any Shares shall be conditioned on compliance with all applicable laws and regulations. The Company shall not be required to deliver Shares in any circumstances that it deems not to be in compliance with such laws and regulations.

If any such law or regulation shall require the Company, or any Participant to take any action in connection with delivery, the delivery of Shares shall be suspended and deferred until such action shall have been taken.

The Shares delivered to the Participants will be new or existing ordinary shares, at the choice of the Board of Directors. In the absence of a choice before the delivery date, then the Shares will be new shares.

The new Shares issued in favor of some or all the Participants shall have the same rights as those attached to the existing DBV Technologies shares as from their issuance.

During the Vesting Period, in the event of a redemption or reduction of share capital, a change in the allocation of profits, a grant of free shares to all of the shareholders, an increase in share capital by incorporation of reserves, profits or share premium, a distribution of reserves, a share buy-back at a price above the share price on the stock exchange or any issue of equity instruments that includes subscription rights reserved for the shareholders, the maximum number of Shares awarded pursuant to the Plan may be adjusted by the Board of Directors of the Company in order to take into account such transaction, in a similar manner to the adjustment modalities provided by French law governing options to subscribe or acquire shares. The same applies in case of stock-split or reverse stock-split with respect to the Shares.

If such a situation is not covered by existing French law governing options to subscribe or acquire shares, the General Meeting of shareholders or the Board of Directors when deciding to proceed with such securities issuance or other modification of the share capital may adopt any adjustment measures necessary to protect the rights of the Participants, using by analogy French law governing similar cases.

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Each Participant will be informed of the practical terms of such an adjustment and of its consequences on his/her award of Restricted Stock Units.

In accordance with the 34^th resolution of the Combined General Meeting dated April 12, 2023, the Restricted Stock Units which would have been freely awarded pursuant to such an adjustment will be deemed to have been awarded on the same day as the Restricted Stock Units initially awarded on the Grant Date.

In accordance with Article L. 225-197-1 III of the French Commercial Code, in case of a cashless share exchange (échange sans soulte) as a result of a merger or a split (scission) achieved in accordance with applicable law during the Vesting Period, all the conditions provided in this Plan at the exchange date and, in particular, any Vesting conditions and remaining Vesting Period, will remain applicable to the Restricted Stock Units and to the Shares received in exchange.

The Participant is responsible for making declarations and payments to be made or owed by him/her under applicable law and particularly with respect to his/her tax liabilities. Applicable social security law and tax law vary depending on the country of residence and/or of taxation of the Participants.

Each Participant is responsible for inquiring about the social and tax treatment applicable to him/her in any jurisdiction due to the award of Restricted Stock Units, the Vesting or the delivery of Shares, or at the time of the transfer of the Shares or upon payment of any dividend.

In the event that, as a consequence of the award of Restricted Stock Units, the Vesting or the delivery of Shares, DBV Technologies or a Group Company would have to pay taxes, social security contributions or any other taxes or governmental contribution on behalf of a Participant, DBV Technologies reserves the right to defer or prevent the delivery of the Shares until such time as the Participant has paid the corresponding amount to DBV Technologies or the relevant Group Company.

If possible, DBV Technologies or, if applicable, the relevant Group Company will transfer or sell all or part of the Shares in order to fulfil the Participant’s obligations, the proceeds being directly paid to DBV Technologies or the relevant Group Company.

Participants who have been employed in France during the Vesting Period but who would no longer be tax residents of France at the time of the transfer of the Shares will be subject to a withholding tax in France upon sale of the Shares. The tax will be deducted by the bank administering the Plan and may be withheld from the proceeds of such sale. The balance of the proceeds of the sale will only be credited to the personal account of the Participant after payment of any such tax due.

The Restricted Stock Units are not transferrable.

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During the Vesting Period, the Participants are not the owners of the Shares which are not vested and do not have any right attached to such Shares, including voting rights or rights to dividends. They shall become full owners of the Shares and attached rights only upon delivery.

The Restricted Stock Units are separate from the Participant’s employment contract and are not part of it. They are not taken into account to compute termination payments, pensions or any other payments made in the context of employment relationship termination.

None of the provisions which are set out in the Plan constitute an element of the employment contract of a Participant. The rights and obligations deriving from the employment relationship between the Participant and DBV Technologies or a Group Company shall in no way be affected by the Plan from which they are completely distinct. Participation in the Plan shall not confer any right relating to the continuation or creation of any employment relationship or any right upon termination of any such relationship.

It will be the responsibility of the Board of Directors to construe the provisions of the Plan, if required, which may delegate this power to the Chief Executive Officer or to the Global Head of Human Resources of the Group.

This Plan is governed and shall be construed in accordance with French law and any claim relating thereto will be subject to the jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris. For Participants who are who are employed by a U.S. Company of the DBV Technologies Group, this Plan shall be construed in accordance with Section 409A of the United States Internal Revenue Code.

The terms of this Plan may be amended or supplemented by the Board of Directors (i) if it deems such amendment or supplement to be appropriate and not materially adverse to the interest of the affected Participants or (ii) by mutual agreement with the affected Participants.

More generally, in the event of a change in any legal, regulatory or accounting requirements applicable to the Plan, or any change in the interpretation thereof, in particular with respect to the fiscal or social treatment of any rights, payments or shares granted under the Plan, affecting the Company, any Group Company or any Participants, the terms of the Plan may be amended or supplemented by the Board of Directors, in its discretion and in the manner that it deems appropriate, in response to such change. For example, the Board of Directors may choose to shorten or lengthen the Vesting Period and/or to introduce a mandatory lock-up period and/or waive or modify any condition to Vesting and/or introduce new conditions. Furthermore, the Board of Directors may, if it deems the delivery of shares to any Participant would be impossible or inopportune, choose to pay instead an amount in cash of equivalent value, net of taxes and social charges. The amount and timing of any such payment would be determined by the Board of Directors in its discretion, by reference to the number and timing of any Shares to be otherwise delivered hereunder, to be valued by the Board of Directors on or around the scheduled delivery date, or by reference to an average price over a period preceding such date.

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Participants shall not be entitled to any indemnification for any loss of value and/or increased tax or social costs resulting from any such amendments or supplements to the Plan, irrespective of whether such loss or increase is of general application or is specific to them in view of their personal situation.

*    *

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Annex 1

Information Notice on the Protection of Personal Data

By participating in the Plan, the Participant acknowledges that his/her personal information be subject to electronic data processing carried out under the control of the Company, with the assistance of his/her employer, in accordance with French Law n°78-17 of January 6, 1978 on data processing, data files and individual liberties, the EU Regulation on Data protection (2016/679) of April 27, 2016 (GDPR) and applicable local laws. It shall be implemented on the basis of legitimate interest (Article 6(1)(f) of the GDPR) because it is necessary for the administration of his/her rights under the plan and on for compliance of legal obligations (Article 6(1)(c) of the GDPR), for all purposes relating to the implementation of the Plan, i.e.:

All personal information subject to the electronic data processing is mandatory for the participation to the Plan. All this information will be transmitted (and be transferred to France) to and used for account administration and electronic storage of this data, by the internal departments of the Group in charge of the management of his/her shareholder’s account, and to external entities designated to manage the same, and to all persons statutorily or expressly authorized by DBV Technologies or by an employer to hold and process this information (in particular the holder of shareholders accounts), as well as to any future acquirer of DBV Technologies or his/her employing company or the business in which he/she is working within the duration of the Plan. This personal information shall be retained for the time required for the completion of the Plan and for the purposes of the management of the shareholder’s account, until he/she sells all his/her DBV Technologies shares under the Plan, and thereafter for archiving purposes until the expiration of the limitation period of any possible litigation relating to the processing of such data.

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Every Participant will be able to exercise a right to access, to modify and to rectify, and as well as to delete (once he/she no longer holds any Shares under the Plan) any information relating to him/her. Furthermore, each Participant will have the right to restriction of processing and to object to processing as well as the right to data portability. The right of data portability shall allow the Participant to recover his/her data directly or to transfer them or have them transferred to another data controller (subject to legal limits). According to French law, he/she will have a right to define the directives in relation to the registration, the removal and the communication of his/her personal data after his/her death.

In some countries, local regulations require the express consent of the Participant for the processing and transfer of his/her personal data. In such a case, the Participant’s consents, under the acceptance procedure, to the collection, use, storage and transfer of his/her personal data, within the framework of local law. Furthermore, local law may provide that he/she has the right to withdraw his/her consent for the processing of his/her personal data. However, his/her personal data is necessary for the processing of his/her participation to the Plan, the holding of his/her Shares under the Plan and the execution of all operations related to his/her investment. Accordingly, he/she will be able to exercise his/her right to withdraw his/her consent only when all the Shares held under the Plan have been sold.

The Company has appointed a data protection officer, who is responsible for compliance with this notice and can be contacted at the following address: dataprivacy@dbv-technologies.com.

The Participant have the right to lodge a complaint with his/her supervisory authority (in France, the supervisory authority is the CNIL), concerning the protection of personal data.

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Exhibit 99.3

DBV TECHNOLOGIES

PLAN RULES OF THE

2022 STOCK OPTION PLAN (INTERNATIONAL VERSION)

Purpose and background of the Plan:

DBV Technologies (“DBV Technologies” or the “Company”) is granting to its employees options to purchase and/or subscribe shares of DBV Technologies under this 2022 Stock Option Plan (the “Plan”). Through this Plan, employees can become shareholders of DBV Technologies, rewarding their contributions to its development.

The implementation of this Plan is based on the authorization given by the shareholders of the Company at the Annual General Meeting of Shareholders of DBV Technologies held on May 12, 2022, in its 26^th resolution, which authorized the Board of Directors to award options to purchase and/or subscribe shares of DBV Technologies (such awards being referred to as “Options”) to employees of the Company and its subsidiaries, in accordance with articles L. 225-177 et seq. as well as L. 22-10-56 et seq. of the French Commercial Code. The implementation of this Plan should also comply with articles L. 22-10-8 et seq. as well as L. 22-10-34 of the French Commercial Code.

The grant of Options under this Plan was made on November 21, 2022 (the “Grant Date”), by the Board of Directors of the Company. Each Option entitles its holder to acquire/subscribe to one share of the Company at a preferred exercise price, subject to the satisfaction of a continued employment condition and to the other terms and conditions set forth in this Plan.

This document sets forth the terms of the Plan for participants who are employed by a company of the DBV Technologies Group (as this term is defined below) located outside of France, on the Grant Date.

Individuals receiving Options under this Plan (“Participants”) are employees and corporate officers of the Company and those companies in which it holds directly or indirectly a majority of the share capital and/or voting rights (together the “Group Companies” or “DBV Technologies Group”). The list of Participants, the number of Options granted to each and the exercise price (“Exercise Price”) have been fixed by the Board of Directors on the Grant Date.

Each Option entitles its holder to acquire/subscribe to one share of the Company (“Share”) at the Exercise Price, subject to conditions set forth in this Plan.

The Exercise Price is €[•], which is equal to the price of the Shares on Euronext Paris on the Grant Date, which is not less than the average of the share prices quoted over the twenty (20) trading days preceding the Grant Date.

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Each Participant will be informed of the grant by a notification letter (which may be sent electronically on the website of the plan administrator mandated by the Company (the ”Plan Administrator”)). The Participant must acknowledge receipt of the notification and accept the grant within 60 days of the date of the notification letter, failing which the Company may cancel the grant, without prior notice or compensation. The acceptance procedure will be set forth in the notification letter. Acceptance of the grant by the Participant will also include an acceptance of its terms and of these Plan rules, including Annex 1.

The Options will vest in installments over a four-year period starting from the Grant Date, according to the schedule set forth below and subject to the satisfaction of the continued employment condition and to the other terms and conditions set forth in this Plan. Such installments are not necessarily equal and may be subject to rounding.

For each Option, the period between the Grant Date and its scheduled “Vesting Date” set forth below is referred to as its “Vesting Period”.

In the event that the Participant’s employment or corporate office is involuntary terminated other than for cause within twelve months following the date of the consummation of a takeover leading to a change of control of the Company as defined in Article L. 233-3 of the French Commercial Code, the vesting and exercisability of each of the Participant’s Options (including the Options that have not vested) shall be automatically accelerated in full. The Options shall then be exercisable during a 90 day-period starting from the date on which the Participant is notified of his or her termination.

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“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and his or her employer, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, then “Cause” shall mean any of the following acts by the Participant, as determined by the Company: gross neglect of duty, prolonged absence from duty without the consent of the Company or applicable Group Company, material breach by the Participant of any published Company or applicable Group Company code of conduct or code of ethics; intentionally engaging in activity that is in conflict with or adverse to the business or other interests of the Company or applicable Group Company; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company or applicable Group Company. The determination of the Company as to the existence of “Cause” shall be conclusive on the Participant.

Once vested, the Options can be exercised, on one or more occasions at the Participants’ discretion, at any time between the first anniversary date of the Grant Date (included), and the tenth anniversary date of the Grant Date, on November 21, 2032 (included) at midnight Paris Time (the “Exercise Period”), subject to the terms and conditions of this Plan.

Thereafter, the Options will automatically lapse.

Each Participant may exercise their Options by (i) giving written notice to the Company specifying the number of Shares with respect to which the Options are being exercised (ii) providing full payment of the aggregate Exercise Price for the number of Shares specified in the notice.

Payment of the Exercise Price for the Shares may be made in cash, by certified or bank check or other instruments acceptable to the Plan Administrator.

The Shares purchased/subscribed upon exercise of the Options shall be transferred to the Participant upon compliance to applicable laws or regulations in connection with such transfer and with the requirements hereof.

In accordance with applicable law, the Board of Directors may suspend for a given period, at its sole discretion, the exercise rights attached to the Options.

The vesting and the exercise of each Participant’s Options are subject to him or her remaining an employee or executive corporate officer of the Company or another Group Company until the scheduled Vesting Date and, thereafter, until the date of exercise. Such employment must be continuous and without interruption. Exceptions to this condition are set forth below.

If employment or corporate office is terminated or lapses at any time, then any Option that was previously exercisable on or prior to the termination date (the “Termination Date” as defined below) according to the vesting schedule set forth in Article 2, shall then be exercisable during a 90 day-period starting from the Termination Date. After this period the vested Options shall be immediately cancelled without prior notice or compensation. Any Option that has not vested on or prior to the Termination Date shall also be immediately cancelled without prior notice or compensation.

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The Termination Date shall mean the date on which employment or corporate office is terminated or lapses or, if sooner:

Employment will also be deemed to be terminated for these purposes if at any time the company employing the Participant or in which he or she holds corporate office shall cease to be a “Group Company” as a result of a reduction in DBV Technologies’ stake in such company (share capital and/or voting rights).

Notwithstanding the provisions of Article 4, an exception to the Continued Employment Condition shall be made in the following cases:

The Options shall be fully vested and may thereafter be exercised by the Participant’s heir(s) for a period of six (6) months from the date of death. The Shares resulting from the exercise of the Options will then be freely transferable.

For Participants who are employed by a U.S. company of the DBV Technologies Group, “disability” shall have the meaning provided for under Section 409A of the Internal Revenue Code.

For Participants who are employed by the Company or a French company of the DBV Technologies Group or by any other entity of the DBV Technologies Group which is not a U.S. company, “disability” shall have the meaning provided in the second or third of the categories provided for by Article L. 341-4 of the French Social Security Code.

Following a disability, the Options outstanding and vested on such date according to the vesting schedule set forth in Article 2 shall remain exercisable. The Shares resulting from the exercise of the Options will then be freely transferable. Any Options not vested on or prior to the date of disability shall terminate immediately and be of no further force or effect, without prior notice or compensation.

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For Participants who are employed by a U.S. company of the DBV Technologies Group, retirement shall mean a termination of continued employment after attainment of age 62.

For Participants who are employed by the Company or a French company of the DBV Technologies Group, retirement shall mean retirement after meeting retirement eligibility in accordance with applicable French law or in an early retirement within the framework of a collective legal or contractual early retirement plan set up by the relevant Group Company.

For Participants employed by a company of the DBV Technologies Group located outside of France or the United States, retirement shall mean retirement after meeting retirement eligibility in accordance with the applicable local law.

Following a retirement, the Participant may retain and exercise any Options that have vested prior to the effective date of retirement. The Participant’s Options scheduled to vest on the first scheduled Vesting Date occurring after the effective date of retirement, shall remain eligible to vesting. Options with a subsequent Vesting Date shall be immediately cancelled, without prior notice or compensation. Vested Options may thereafter be exercised by the Participant at any time during the Exercise Period.

In addition to the foregoing, the Board of Directors of the Company may waive the Continued Employment Condition in whole or in part on a case by case basis, in its discretion.

The transfer of the Shares resulting from the exercise of the Options is possible only as from the first anniversary date of the Grant Date (included).

However, any Participant or the heirs or assigned of a deceased Participant as provided by Article 5 above are entitled to transfer the resulting Shares at any time after the acquisition of such Shares.

The exercise of the Options by the Participant and the transfer or sale of the resulting Shares by the Participant must be made in compliance with various provisions aimed at ensuring the transparency and the security of financial markets, and in particular those provisions concerning insider trading. In this regard, periods preceding the publication of the annual and interim financial statements will be fixed and announced by the Company, during which the sale of Shares will be prohibited. Furthermore, the Board of Directors may implement procedures that Participants must follow before selling shares, in order to ensure that they are in not in possession of information liable to block such sale.

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More generally, Participants will be required to adhere to the Company’s Insider Trading Policy and to applicable French and U.S. federal and state laws.

Notwithstanding anything in this Plan to the contrary, the transfer of any Shares shall be conditioned on compliance with all applicable laws and regulations. The Company shall not be required to transfer Shares in any circumstances that it deems not to be in compliance with such laws and regulations.

If any such law or regulation shall require the Company, or any Participant to take any action in connection with the transfer, the transfer of Shares shall be suspended and deferred until such action shall have been taken.

The Shares subscribed by the Participant will be new or existing ordinary shares to be issued by DBV Technologies, at the choice of the Board of Directors of DBV Technologies. In the absence of an express choice before the end of the first anniversary date of the Grant Date, then the Shares will be new shares.

The new Shares issued in favor of some or all the Participants shall have the same rights as those attached to the existing DBV Technologies shares as from their issuance.

In the event of a redemption or reduction of share capital, a change in the allocation of profits, a grant of free shares to all of the shareholders, an increase in share capital by incorporation of reserves, profits or share premium, a distribution of reserves, a share buy-back at a price above the share price on the stock exchange or any issues of equity instruments that includes subscription rights reserved for the shareholders, the Exercise Price and the number of Shares to which an Option gives right will be adjusted in order to take into account such issuance or other capital transaction.

If such a situation is covered by existing law or regulation, such law or regulation shall be applied.

If such a situation is not covered by existing French law or regulation, the General Meeting of Shareholders or the Board of Directors when deciding to proceed with such securities issuance or other modification of the share capital may adopt any adjustment measures necessary to protect the rights of the holders of the Options, using by analogy the rules and regulations which would govern similar cases.

Each Participant will be informed of the practical terms of such an adjustment and of its consequences on his/her award of Options.

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Any Shares transferred under this Plan to a Participant who is a current or former executive officer of the Company shall be subject to compensation recovery (clawback) to the extent required by applicable law or regulations and DBV’s recovery policy in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under the applicable securities laws.

In accordance with Article L. 228-101 of the French Commercial Code, if the Company is absorbed by another company or merges with one or several other companies resulting in the creation of a new entity, or in case of a demerger (scission), the Participants will be entitled to exercise their Options in the company or companies receiving the capital contributions.

The Participant is responsible for making declarations and payments to be made or owed by him/her under applicable law and particularly in respect of his/her tax liabilities. Applicable social security law and tax law vary depending on the country of residence of the Participants.

Each Participant is responsible for inquiring about the social and tax treatment applicable to him /her in his/her country of residence due to the grant or exercise of Options or the issuance or transfer of the resulting Shares.

In the event that, as a result of the grant or exercise of Options or the issuance or transfer of the resulting Shares and, as the case may be, as provided by applicable law, DBV Technologies or a Group Company would have to pay taxes, social security contributions or any other tax or governmental contribution on behalf of the Participant, DBV Technologies reserves the right to delay or prohibit the grant, exercise and/or issuance or transfer of the Shares until such Participant has repaid to DBV Technologies or to the relevant Group Company the amount corresponding to such taxes, social security contributions or any other tax or governmental contribution. DBV Technologies or the relevant Group Company as the case may be, reserves the right (i) to deduct such taxes, social security contributions or any other tax or governmental contribution from the compensation due to the Participant concerned, or (ii) to transfer or sell a sufficient number of shares in order to fulfill the Participant’s obligations, the transfer proceeds being directly paid to DBV Technologies or to the relevant Group Company.

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The Options are not transferrable.

Options do not have any right attached to ordinary shares, including voting rights or rights to dividends. The Participant shall become full owners of the Shares and attached rights only upon exercise of the Options.

The Options are separate from the Participant’s employment contract and are not part of it. They are not taken into account to compute termination payments, pensions or any other payments made in the context of employment relationship termination.

None of the provisions which are set out in the Plan constitute an element of the employment contract of a Participant. The rights and obligations deriving from the employment relationship between the Participant and DBV Technologies or a Group Company shall in no way be affected by the Plan from which they are completely distinct. Participation in the Plan shall not confer any right relating to the continuation or creation of any employment relationship or any right upon termination of any such relationship.

It will be the responsibility of the Board of Directors to construe the provisions of the Plan, if required, which may delegate this power to the Chief Executive Officer or to the Global Head of Human Resources of the Group.

This Plan is governed and shall be construed in accordance with French law, and any claim relating thereto will be subject to the jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris. For Participants who are who are employed by a U.S. Company of the DBV Technologies Group, this Plan shall be construed in accordance with Section 409A of the United States Internal Revenue Code.

The terms of this Plan may be amended or supplemented by the Board of Directors (i) if it deems such amendment or supplement to be appropriate and not materially adverse to the interest of the affected Participants or (ii) by mutual agreement with the affected Participants.

More generally, in the event of a change in any legal, regulatory or accounting requirements applicable to the Plan, or any change in the interpretation thereof, in particular with respect to the fiscal or social treatment of any grant or exercise of Options, or delivery of Shares under the Plan, affecting the Company, any Group Company or any Participants, the terms of the Plan may be amended or supplemented by the Board of Directors, in its discretion and in the manner that it deems appropriate, in response to such change. For example, the Board of Directors may choose to shorten or lengthen the Vesting Period, the Exercise Period and/or to introduce a mandatory lock-up period and/or waive or modify any condition to Exercise Conditions and/or introduce new conditions. Furthermore, the Board of Directors may, if it deems the delivery of Shares to any Participant following exercise of Options would be impossible or inopportune, choose to pay instead an amount in cash of equivalent value, net of taxes and social charges. The amount and timing of any such payment would be determined by the Board of Directors in its discretion, by reference to the number and timing of any Shares to be otherwise delivered to Participants hereunder following the exercise of Options, to be valued by the Board of Directors on or around the scheduled delivery date, or by reference to an average price over a period preceding such date.

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Participants shall not be entitled to any indemnification for any loss of value and/or increased tax or social costs resulting from any such amendments or supplements to the Plan, irrespective of whether such loss or increase is of general application or is specific to them in view of their personal situation.

* * *

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Annex 1

Information Notice on the Protection of Personal Data

By participating in the Plan, the Participant acknowledges that his/her personal information be subject to electronic data processing carried out under the control of the Company, with the assistance of his/her employer, in accordance with French Law n°78-17 of January 6, 1978 on data processing, data files and individual liberties, the EU Regulation on Data protection (2016/679) of April 27, 2016 (GDPR) and applicable local laws. It shall be implemented on the basis of legitimate interest (Article 6(1)(f) of the GDPR) because it is necessary for the administration of his/her rights under the plan and on for compliance of legal obligations (Article 6(1)(c) of the GDPR), for all purposes relating to the implementation of the Plan, i.e.:

All personal information subject to the electronic data processing is mandatory for the participation to the Plan. All this information will be transmitted (and be transferred to France) to and used for account administration and electronic storage of this data, by the internal departments of the Group in charge of the management of his/her shareholder’s account, and to external entities designated to manage the same, and to all persons statutorily or expressly authorized by DBV Technologies or by an employer to hold and process this information (in particular the holder of shareholders accounts), as well as to any future acquirer of DBV Technologies or his/her employing company or the business in which he/she is working within the duration of the Plan. This personal information shall be retained for the time required for the completion of the Plan and for the purposes of the management of the shareholder’s account, until he/she sells all his/her DBV Technologies shares under the Plan, and thereafter for archiving purposes until the expiration of the limitation period of any possible litigation relating to the processing of such data.

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Every Participant will be able to exercise a right to access, to modify and to rectify, and as well as to delete (once he/she no longer holds any Shares under the Plan) any information relating to him/her. Furthermore, each Participant will have the right to restriction of processing and to object to processing as well as the right to data portability. The right of data portability shall allow the Participant to recover his/her data directly or to transfer them or have them transferred to another data controller (subject to legal limits). According to French law, he/she will have a right to define the directives in relation to the registration, the removal and the communication of his/her personal data after his/her death.

In some countries, local regulations require the express consent of the Participant for the processing and transfer of his/her personal data. In such a case, the Participant’s consents, under the acceptance procedure, to the collection, use, storage and transfer of his/her personal data, within the framework of local law. Furthermore, local law may provide that he/she has the right to withdraw his/her consent for the processing of his/her personal data. However, his/her personal data is necessary for the processing of his/her participation to the Plan, the holding of his/her Shares under the Plan and the execution of all operations related to his/her investment. Accordingly, he/she will be able to exercise his/her right to withdraw his/her consent only when all the Shares held under the Plan have been sold.

The Company has appointed a data protection officer, who is responsible for compliance with this notice and can be contacted at the following address: dataprivacy@dbv-technologies.com.

The Participant have the right to lodge a complaint with his/her supervisory authority (in France, the supervisory authority is the CNIL), concerning the protection of personal data.

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

DBV TECHNOLOGIES S.A.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities