Avalyn Pharma Inc. reported corporate governance changes tied to its initial public offering. Immediately before the IPO, the company filed an amended and restated certificate of incorporation in Delaware, fully replacing its prior charter.
The new charter authorizes 700,000,000 shares of common stock, split into 500,000,000 voting common shares and 200,000,000 non-voting common shares, and authorizes 10,000,000 shares of undesignated preferred stock that the board may issue in one or more series. It also removes references to the company’s previous preferred stock series.
At the same time, Avalyn’s amended and restated bylaws became effective. These bylaws overhaul procedures for stockholder meetings, introduce advance notice requirements for stockholder proposals and director nominations, and align the bylaws with the updated charter provisions.
Novo Holdings A/S, a more than ten percent owner of Avalyn Pharma Inc., has filed an initial ownership report showing its preferred stock positions in the company. The filing lists holdings of Series A, B, C-1, C-2 and D Preferred Stock, each convertible into voting common stock.
Each preferred share is convertible into voting common stock on a 1-for-19.2417 basis at the holder’s election and will convert automatically upon the closing of Avalyn Pharma’s initial public offering, with no expiration date. These entries disclose existing ownership rather than new purchases or sales.
Avalyn Pharma Inc. director Erin Lavelle filed an initial ownership report showing a stock option to buy 43,928 shares of common stock at an exercise price of $4.62 per share. The option expires on July 23, 2034, and one-eighth of the underlying shares vest in substantially equal quarterly installments starting from July 24, 2024, contingent on continued service.
Avalyn Pharma Inc. Chief Operating Officer Melissa Rhodes filed an initial ownership report showing her existing stock option holdings in the company. She holds stock options over 111,123 shares of common stock with a $4.81 exercise price expiring on September 10, 2035, and options over 183,938 shares with a $4.62 exercise price expiring on January 25, 2034.
For the first option, 25% of the underlying shares vested and became exercisable on September 11, 2024, with the remaining 75% vesting in thirty-six substantially equal monthly installments, subject to her continued service. For the second, 25% of the shares vest on May 29, 2026, with the remaining 75% vesting in thirty-six substantially equal monthly installments on the same service-based terms.
Avalyn Pharma Inc. director Heather D. Turner reported her initial equity holdings. The filing shows a stock option giving her the right to buy 64,919 shares of common stock at an exercise price of $5.58 per share, expiring on October 29, 2034.
According to the vesting terms, 1/8 of the shares underlying this option vest in substantially equal quarterly installments on each quarterly anniversary of October 30, 2024, as long as she continues in service. This is a compensation-related option holding, not a buy or sell transaction.
Avalyn Pharma Inc. reported the initial holdings of Chief Medical Officer Howard Lazarus on a Form 3. He holds stock options over 24,564 shares of common stock with a $4.81 exercise price expiring on September 10, 2035 and options over 270,498 shares at $4.62 expiring on January 24, 2034. According to the vesting terms, 25% of one grant vested on August 7, 2024 and the remaining 75% vests in 36 monthly installments, while another grant vests 25% on May 29, 2026 with the balance also vesting monthly over 36 installments, all subject to his continued service.
Avalyn Pharma Inc. executive Carlson Douglas R filed an initial Form 3 showing stock option holdings in the company. He holds options to acquire 83,576 shares of common stock at an exercise price of $4.81 per share, expiring on September 10, 2035, and options on 270,498 shares at $4.62 per share, expiring on June 10, 2034.
For the $4.81 options, 25% of the underlying shares vested on May 1, 2025, with the remaining 75% vesting in 36 equal monthly installments, subject to continued service. For the $4.62 options, 25% vest on May 29, 2026, with the balance also vesting in 36 monthly installments, contingent on his continued service.
Avalyn Pharma Inc. filed an initial insider ownership report for its General Counsel, Adam H. Golden. The Form 3 lists him as an officer but does not report any share transactions or derivative positions, indicating this filing is purely administrative disclosure of insider status rather than trading activity.