Avalo Therapeutics, Inc. received an amended Schedule 13G from Biotechnology Value Fund and affiliated entities reporting significant ownership of its common stock. As of the close of business on December 31, 2025, the BVF group and a managed account beneficially owned an aggregate of 1,904,257 shares of Avalo common stock, or approximately 9.99% of the outstanding shares.
The position is held through several investment vehicles and includes shares issuable from Series C Non-Voting Convertible Preferred Stock, which is subject to a 9.99% beneficial ownership cap that limits how much can be converted at any time. Avalo had 18,512,757 common shares outstanding as of December 31, 2025, and the reporting holders certify the securities are not held for the purpose of changing or influencing control of the company.
What stake does Biotechnology Value Fund report in Avalo Therapeutics (AVTX)?
Biotechnology Value Fund and affiliated entities report beneficial ownership of about 1,904,257 Avalo shares, representing approximately 9.99% of the outstanding common stock. This stake is spread across several BVF funds and a managed account, as detailed in the Schedule 13G/A.
How many Avalo Therapeutics (AVTX) shares are outstanding in this filing?
The filing states Avalo had 18,512,757 common shares outstanding as of December 31, 2025. This figure, plus 549,000 shares issuable from certain preferred stock, is used as the denominator to calculate the ownership percentages reported by the BVF-related entities.
What preferred stock do the BVF entities hold in Avalo Therapeutics (AVTX)?
The BVF entities and a managed account hold 2,526 shares of Series C Non-Voting Convertible Preferred Stock, initially convertible into 2,526,000 common shares. A 9.99% Beneficial Ownership Limitation restricts how many of these preferred shares can be converted at any time.
Why is the BVF group’s Avalo (AVTX) ownership capped at 9.99%?
The Series C Preferred Stock contains a Beneficial Ownership Limitation that prevents any holder and its attribution parties from beneficially owning more than 9.99% of Avalo’s outstanding common shares after conversion. This provision limits additional conversions once that threshold would be exceeded.
How much of Avalo (AVTX) stock does BVF GP Holdings LLC effectively control?
BVF GP Holdings LLC may be deemed to beneficially own 1,787,416 Avalo shares, or about 9.4% of the outstanding common stock, through its interests in Biotechnology Value Fund, L.P. and Biotechnology Value Fund II, L.P., according to the ownership structure described.
What ownership level is attributed to BVF Partners L.P., BVF Inc., and Mark N. Lampert in Avalo (AVTX)?
Each of BVF Partners L.P., BVF Inc. and Mark N. Lampert may be deemed to beneficially own 1,904,257 Avalo shares, representing approximately 9.99% of the outstanding common stock. The filing notes each party disclaims beneficial ownership of securities held by other reporting persons.
Are the BVF entities seeking control of Avalo Therapeutics (AVTX)?
The signatory certifies the securities were not acquired and are not held for the purpose of changing or influencing control of Avalo Therapeutics. The filing states they are also not held in connection with any control-related transaction, other than activities solely tied to a specific nomination rule reference.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Avalo Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
05338F306
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND L P
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
1,286,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,286,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,286,909.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BVF I GP 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
1,286,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,286,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,286,909.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND II 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
500,507.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
500,507.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
500,507.00
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)
2.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BVF II GP 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
500,507.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
500,507.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
500,507.00
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)
2.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
Biotechnology Value Trading Fund OS 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
97,524.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
97,524.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
97,524.00
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)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BVF Partners OS Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
97,524.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
97,524.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
97,524.00
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)
0.5 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BVF GP HOLDINGS 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
1,787,416.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,787,416.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,787,416.00
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)
9.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BVF PARTNERS L P/IL
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
1,904,257.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,904,257.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,904,257.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
BVF INC/IL
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
1,904,257.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,904,257.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,904,257.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
05338F306
1
Names of Reporting Persons
LAMPERT MARK N
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
1,904,257.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,904,257.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,904,257.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Avalo Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
1500 LIBERTY RIDGE DRIVE, SUITE 321, WAYNE, PA 19087
Item 2.
(a)
Name of person filing:
Biotechnology Value Fund, L.P. ("BVF")
BVF I GP LLC ("BVF GP")
Biotechnology Value Fund II, L.P. ("BVF2")
BVF II GP LLC ("BVF2 GP")
Biotechnology Value Trading Fund OS LP ("Trading Fund OS")
BVF Partners OS Ltd. ("Partners OS")
BVF GP Holdings LLC ("BVF GPH")
BVF Partners L.P. ("Partners")
BVF Inc.
Mark N. Lampert ("Mr. Lampert")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104
(c)
Citizenship:
Biotechnology Value Fund, L.P.
Delaware
BVF I GP LLC
Delaware
Biotechnology Value Fund II, L.P.
Delaware
BVF II GP LLC
Delaware
Biotechnology Value Trading Fund OS LP
Cayman Islands
BVF Partners OS Ltd.
Cayman Islands
BVF GP Holdings LLC
Delaware
BVF Partners L.P.
Delaware
BVF Inc.
Delaware
Mark N. Lampert
United States
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
05338F306
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:
As of the close of business on December 31, 2025, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held an aggregate of 2,526 shares of Series C Non-Voting Convertible Preferred Stock (the "Series C Preferred Stock") convertible into an aggregate of 2,526,000 shares of the Issuer's Common Stock, $0.001 par value per share (the "Shares"). Each share of Series C Preferred Stock is initially convertible into, and will convert automatically into, 1,000 Shares, subject to the Beneficial Ownership Limitation (as defined below). The Issuer shall not effect any conversion of any Series C Preferred Stock and a holder of Series C Preferred Stock shall not have the right to convert any portion of its Series C Preferred Stock to the extent that, after giving effect to such attempted conversion, such holder, together with its Attribution Parties (as defined in the transaction documents), would beneficially own a number of Shares in excess of 9.99% of the outstanding Shares (the "Beneficial Ownership Limitation"). As of December 31, 2025, the Beneficial Ownership Limitation limits the conversion of the Series C Preferred Stock held by the Reporting Persons and the Partners Managed Account to 549,000 out of 2,526,000 Shares underlying the Series C Preferred Stock held by them.
As of the close of business on December 31, 2025 (i) BVF beneficially owned 1,286,909 Shares, including 549,000 Shares underlying certain shares of Series C Preferred Stock held by it, and excluding 785,000 Shares underlying certain shares of Series C Preferred Stock held by it; (ii) BVF2 beneficially owned 500,507 Shares, excluding 1,012,000 Shares underlying the shares of Series C Preferred Stock held by it; and (iii) Trading Fund OS beneficially owned 97,524 Shares, excluding 141,000 Shares underlying the shares of Series C Preferred Stock held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,286,909 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 500,507 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 97,524 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 1,787,416 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 1,904,257 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 19,317 Shares held in the Partners Managed Account and excluding the 39,000 Shares underlying the shares of Series C Preferred Stock held in the Partners Managed Account.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,904,257 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,904,257 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based upon a denominator that is the sum of (i) 18,512,757 Shares outstanding, as of December 31, 2025, as disclosed in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 8, 2026 and (ii) 549,000 Shares issuable upon the conversion of certain Series C Preferred Stock owned by the Reporting Persons, as applicable.
As of the close of business on December 31, 2025, (i) BVF beneficially owned approximately 6.8% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.7% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 6.8% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.7% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on August 23, 2024.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
