[SCHEDULE 13G] Avalyn Pharma Inc. Passive Investment Disclosure (>5%)
Norwest Venture Partners reports 5.1% stake in Avalyn
Avalyn Pharma Inc. received a Schedule 13G reporting that Norwest Venture Partners XV, LP and related entities and individuals collectively report beneficial ownership of 2,268,404 shares of Avalyn voting common stock.
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Avalyn Pharma Inc. received a Schedule 13G reporting that Norwest Venture Partners XV, LP and related entities and individuals collectively report beneficial ownership of 2,268,404 shares of Avalyn voting common stock. This represents 5.1% of the class, based on 44,333,095 shares outstanding as of June 2, 2026. The shares are directly held by Norwest Venture Partners XV, LP, with Genesis VC Partners XV, LLC, NVP Associates, LLC, Jeffrey Crowe, and Jon E. Kossow each potentially sharing voting and investment authority. All reporting persons indicate no sole voting or dispositive power and shared power over 2,268,404 shares as of June 30, 2026.
Key Figures
Shares beneficially owned:2,268,404 sharesOwnership percentage:5.1%Shares outstanding:44,333,095 shares+3 more
6 metrics
Shares beneficially owned2,268,404 sharesVoting common stock beneficially owned by the reporting persons as of June 30, 2026
Ownership percentage5.1%Percent of Avalyn voting common stock class beneficially owned by the reporting persons
Shares outstanding44,333,095 sharesAvalyn voting common stock outstanding as of June 2, 2026
Par value per share$0.001Par value of Avalyn Pharma voting common stock
Shared voting power2,268,404 sharesShares over which each reporting person has shared power to vote as of June 30, 2026
Shared dispositive power2,268,404 sharesShares over which each reporting person has shared power to dispose as of June 30, 2026
"Row 9 of each Reporting Person's cover page sets forth the aggregate number of shares ... beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Row 6 ... sets forth the shared power to vote or to direct the vote of securities"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Row 7 ... sets forth the sole power to dispose or to direct the disposition of securities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
CUSIP Numberfinancial
"(e) | CUSIP Number(s): 05348Y105"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
general partnerfinancial
"Genesis XV is the general partner of NVP XV"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Avalyn Pharma Inc. (AVLN) does Norwest Venture Partners report owning?
Norwest Venture Partners XV, LP and related reporting persons report beneficial ownership of 5.1% of Avalyn Pharma’s voting common stock, based on 44,333,095 shares outstanding as of June 2, 2026.
How many Avalyn Pharma Inc. (AVLN) shares are reported as beneficially owned?
The reporting persons disclose 2,268,404 shares of Avalyn Pharma voting common stock as beneficially owned, all directly held by Norwest Venture Partners XV, LP as of June 30, 2026.
Who are the reporting persons in this Avalyn Pharma Inc. (AVLN) Schedule 13G?
The reporting persons are Norwest Venture Partners XV, LP, Genesis VC Partners XV, LLC, NVP Associates, LLC, Jeffrey Crowe, and Jon E. Kossow, who collectively report beneficial ownership of the same 2,268,404 shares.
What voting and dispositive powers are reported over Avalyn Pharma Inc. (AVLN) shares?
Each reporting person indicates 0 shares with sole voting or dispositive power and 2,268,404 shares with shared voting and shared dispositive power over Avalyn Pharma’s voting common stock as of June 30, 2026.
How was the 5.1% ownership in Avalyn Pharma Inc. (AVLN) calculated?
The 5.1% ownership figure is based on 2,268,404 shares beneficially owned compared with 44,333,095 shares of Avalyn Pharma voting common stock outstanding as of June 2, 2026, as reported by the company.
What is the role of Genesis VC Partners XV, LLC and NVP Associates in Avalyn Pharma Inc. (AVLN) ownership?
The filing states Genesis VC Partners XV, LLC is the general partner of Norwest Venture Partners XV, LP and NVP Associates, LLC is the managing member of Genesis, and they may be deemed to share voting and investment authority over the 2,268,404 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Avalyn Pharma Inc.
(Name of Issuer)
Voting Common Stock, $0.001 par value per share
(Title of Class of Securities)
05348Y105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Norwest Venture Partners XV, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,268,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,268,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,268,404.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Genesis VC Partners XV, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,268,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,268,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,268,404.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
NVP Associates, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,268,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,268,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,268,404.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Jeffrey Crowe
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,268,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,268,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,268,404.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Jon Erik Kossow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,268,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,268,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,268,404.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Avalyn Pharma Inc.
(b)
Address of issuer's principal executive offices:
105 W First Street, Boston, MA, 02127.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Norwest Venture Partners XV, LP ("NVP XV")
Genesis VC Partners XV, LLC ("Genesis XV")
NVP Associates, LLC ("NVP Associates")
Jeffrey Crowe ("Crowe")
Jon E. Kossow ("Kossow")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
1300 El Camino Real, Suite 200
Menlo Park, CA 94024
(c)
Citizenship:
NVP XV Delaware
Genesis XV Delaware
NVP Associates Delaware
Crowe United States
Kossow United States
(d)
Title of class of securities:
Voting Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
05348Y105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of voting common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
The Reporting Persons' beneficial ownership of the Issuer's securities consists of 2,268,404 shares of voting common stock directly held by NVP XV.
Genesis XV is the general partner of NVP XV, NVP Associates is the managing member of Genesis XV and Crowe and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XV, NVP Associates, Crowe and Kossow, may be deemed to share voting and investment authority over these shares.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 44,333,095 shares of voting common stock outstanding as of June 2, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on June 3, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Norwest Venture Partners XV, LP
Signature:
/s/ Matthew De Dominicis
Name/Title:
By Genesis VC Partners XV, LLC, its General Partner, By NVP Associates, LLC, its Managing Member, By Matthew De Dominicis, Chief Financial Officer
Date:
08/11/2026
Genesis VC Partners XV, LLC
Signature:
/s/ Matthew De Dominicis
Name/Title:
By NVP Associates, LLC, its Managing Member, By Matthew De Dominicis, Chief Financial Officer
