Avalo Therapeutics, Inc. reported a joint Schedule 13G showing beneficial ownership of 5,721,109 shares of common stock by Commodore Capital-related filers as of June 11, 2026.
That position is presented as 9.9% of the class, calculated using 52,565,572 shares outstanding as of May 8, 2026. The 5,721,109 figure is composed of 1,018,319 shares, 1,400,000 shares issuable upon exercise of pre-funded warrants, and 3,302,790 shares underlying Series C-1 Non-Voting Convertible Preferred Stock, each subject to a 9.99% Beneficial Ownership Limitation.
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Insights
Commodore-affiliated entities report a near-10% position in AVTX.
The filing lists an aggregate 5,721,109 shares position, representing 9.9% of the class using May 8, 2026 outstanding shares. The position combines direct shares, pre-funded warrants, and shares underlying Series C-1 Preferred, all subject to a 9.99% ceiling.
Holder decisions and the Beneficial Ownership Limitation will determine future conversion/exercise activity; timing and cash-flow treatment are not stated in the excerpt.
Filing emphasizes regulatory ownership limits and joint attribution.
The report attributes the position to Commodore Capital LP and related entities and explains the Firm acts as investment manager to Commodore Master. It cites a Beneficial Ownership Limitation of 9.99% that constrains exercises/conversions.
Legal implications concern compliance with the ownership cap and disclosure obligations; any execution beyond the cap would require separate treatment or waivers not shown here.
Key Figures
Beneficial ownership:5,721,109 sharesPercent of class:9.9%Outstanding shares used:52,565,572 shares+3 more
6 metrics
Beneficial ownership5,721,109 sharesaggregate held by Commodore-related filers as of June 11, 2026
Percent of class9.9%calculated using 52,565,572 shares outstanding as of May 8, 2026
Outstanding shares used52,565,572 sharesshares reported issued and outstanding as of May 8, 2026 (Form 10-Q)
Direct shares1,018,319 sharespart of the aggregate 5,721,109 figure
Pre-funded warrants1,400,000 sharesshares issuable upon exercise of Pre-Funded Warrants (included in 5,721,109)
Series C-1 underlying shares3,302,790 sharesshares underlying Series C-1 Non-Voting Convertible Preferred (included in 5,721,109)
"the Filers may acquire through the exercise of a pre-funded warrant"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitationregulatory
"The Series C-1 Preferred and the Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Series C-1 Non-Voting Convertible Preferred Stockfinancial
"3,302,790 shares of Common Stock underlying Series C-1 Non-Voting Convertible Preferred Stock"
What stake does Commodore Capital report in Avalo Therapeutics (AVTX)?
They report beneficial ownership of 5,721,109 shares, shown as 9.9% of the class, as of June 11, 2026, using 52,565,572 shares outstanding as of May 8, 2026.
How is the 5,721,109-share figure composed?
The filing breaks it into 1,018,319 direct shares, 1,400,000 issuable on pre-funded warrant exercise, and 3,302,790 shares underlying Series C-1 Preferred stock.
What is the Beneficial Ownership Limitation mentioned in the AVTX filing?
The filing states a 9.99% Beneficial Ownership Limitation that applies to the Pre-Funded Warrants and Series C-1 Preferred, capping the percentage any holder may beneficially own.
Who are the filers listed on the Schedule 13G for AVTX?
Filers are Commodore Capital LP, Commodore Capital Master LP, and individuals Michael Kramarz and Robert Egen Atkinson, with Commodore acting as investment manager to Commodore Master.
What outstanding share count does the filing use to calculate percent ownership?
The filing uses 52,565,572 shares outstanding as of May 8, 2026 from the Company’s Form 10-Q filed May 13, 2026, to compute the 9.9% ownership figure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Avalo Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
05338F306
(CUSIP Number)
06/11/2026
(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
Commodore Capital 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
5,721,109.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,721,109.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,721,109.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
Commodore Capital Master 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
5,721,109.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,721,109.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,721,109.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
Robert Egen Atkinson
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
5,721,109.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,721,109.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,721,109.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
Michael Kramarz
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
5,721,109.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,721,109.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,721,109.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, 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, PENNSYLVANIA, 19087.
Item 2.
(a)
Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP Number(s):
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:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of June 11, 2026, the Firm may be deemed to beneficially own an aggregate of 5,721,109 shares Common Stock, par value $0.001 per share (the "Common Stock"), consisting of (i) 1,018,319 shares of Common Stock, (ii) 1,400,000 shares of Common Stock each Filer has the right to acquire through the exercise of a pre-funded warrant (the "Pre-Funded Warrants"), and (iii) 3,302,790 shares of Common Stock underlying Series C-1 Non-Voting Convertible Preferred Stock, (the "Series C-1 Preferred") of Avalo Therapeutics, Inc. (the "Issuer"). The Series C-1 Preferred and the Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 991,885 shares of Common Stock underlying Series C-1 Preferred stock, which is subject to the Beneficial Ownership Limitation. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 52,565,572 Common Stock reported as issued and outstanding as of May 8, 2026 in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026, plus 1,400,000 shares of Common Stock which the Filers may acquire upon the exercise of the Pre-Funded Warrants, and 3,302,790 shares of Common Stock underlying Series C-1 Preferred, which are both subject to the Beneficial Ownership Limitation.
(b)
Percent of class:
See item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See item 8 of the cover page for each Filer.
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.
