RA Capital Management, L.P. and affiliated entities report beneficial ownership of 3,483,099 shares of Avalo Therapeutics, Inc. common stock as of June 30, 2026, representing 6.3% of the class. The holding consists of 1,000,000 common shares directly owned by RA Capital Healthcare Fund, L.P. and Series C preferred stock convertible into 2,483,099 common shares.
The ownership percentage is calculated based on 52,900,692 common shares outstanding plus the 2,483,099 shares issuable upon conversion of the preferred shares. Voting and dispositive power over the Fund’s holdings has been delegated to RA Capital, and the Fund disclaims beneficial ownership for Section 13(d) purposes. RA Capital, Peter Kolchinsky, and Rajeev Shah may be deemed beneficial owners under Section 13(d) but each disclaims beneficial ownership except for determining reporting obligations.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:3,483,099 sharesOwnership percentage:6.3%Common shares directly held:1,000,000 shares+2 more
5 metrics
Beneficially owned shares3,483,099 sharesAvalo Therapeutics common stock beneficially owned as of June 30, 2026
Ownership percentage6.3%Percentage of Avalo common stock beneficially owned by reporting persons
Common shares directly held1,000,000 sharesAvalo common stock directly held by RA Capital Healthcare Fund, L.P.
Shares issuable on conversion2,483,099 sharesCommon shares issuable upon conversion of Series C preferred stock
Shares outstanding baseline52,900,692 sharesAvalo common shares outstanding as of June 30, 2026
Key Terms
beneficial owner, Section 13(d), Series C preferred stock, disclaims beneficial ownership, +1 more
5 terms
beneficial ownerfinancial
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 13(d)regulatory
"for purposes of Section 13(d) of the Act, of any securities of the Issuer"
Series C preferred stockfinancial
"Series C preferred stock ("Preferred Stock") convertible for up to 2,483,099 shares"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
disclaims beneficial ownershipfinancial
"the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d)"
shared voting powerfinancial
"Shared Voting Power 3,483,099.00 7 | Sole Dispositive Power 0.00"
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.
FAQ
What percentage of Avalo Therapeutics (AVTX) does RA Capital report owning?
RA Capital and related reporting persons report beneficial ownership of 6.3% of Avalo Therapeutics common stock. This percentage is based on 52,900,692 shares outstanding plus 2,483,099 shares issuable upon conversion of Series C preferred stock.
How many Avalo Therapeutics (AVTX) shares does RA Capital beneficially own?
The reporting persons disclose beneficial ownership of 3,483,099 shares of Avalo common stock. This includes 1,000,000 common shares directly held and 2,483,099 shares issuable upon conversion of Series C preferred stock held by the Fund.
What securities of Avalo Therapeutics (AVTX) does RA Capital Healthcare Fund hold?
RA Capital Healthcare Fund directly holds 1,000,000 shares of Avalo common stock and Series C preferred stock that is convertible into up to 2,483,099 additional common shares. These positions form the basis of the reported beneficial ownership.
How is RA Capital’s 6.3% ownership in Avalo Therapeutics (AVTX) calculated?
The 6.3% figure is based on 52,900,692 Avalo common shares outstanding as of June 30, 2026, plus 2,483,099 common shares issuable upon conversion of the Series C preferred stock held by the Fund, as disclosed in the company’s Form 10-Q.
Do RA Capital and its principals fully accept beneficial ownership of their Avalo (AVTX) holdings?
RA Capital, Peter Kolchinsky, and Rajeev Shah may be deemed beneficial owners under Section 13(d) but expressly disclaim beneficial ownership of the securities except for determining their Section 13(d) reporting obligations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Avalo Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
05338F306
(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):
05338F306
1
Names of Reporting Persons
RA Capital Management, 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
3,483,099.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,483,099.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,483,099.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
Peter Kolchinsky
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
3,483,099.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,483,099.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,483,099.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
Rajeev Shah
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
3,483,099.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,483,099.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,483,099.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
RA Capital Healthcare 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
3,483,099.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,483,099.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,483,099.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
PN
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:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
The Fund directly holds (i) 1,000,000 shares of common stock and (ii) Series C preferred stock ("Preferred Stock") convertible for up to 2,483,099 shares of common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock 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 the sum of (i) 52,900,692 shares of the Issuer's common stock outstanding as of June 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 6, 2026, and (ii) 2,483,099 shares of common stock issuable upon conversion of the Preferred Stock.
(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/A 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/A 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/A 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/A 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:
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/14/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/14/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/14/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
08/14/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)
