Avalo Therapeutics, Inc. Schedule 13G: TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC, and Chen Yu report beneficial ownership of 3,017,120 shares of Common Stock, representing 7.9% of outstanding shares based on 38,242,757 outstanding as of May 5, 2026. The filing notes an exclusion of 2,900,662 shares issuable upon conversion of Series C Preferred Stock that are not convertible within 60 days due to a 4.99% Beneficial Ownership Limitation. The reported holdings reflect shared voting and dispositive power among the reporting entities and the reporting individual.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed with ownership cap caveat.
The filing shows 3,017,120 shares beneficially owned by the reporting persons, representing 7.9% of shares outstanding as of May 5, 2026. It also discloses 2,900,662 shares tied to Series C Preferred Stock that cannot convert within 60 days because of a 4.99% Beneficial Ownership Limitation.
This is a passive ownership disclosure under Schedule 13G; the beneficial ownership structure includes shared voting and dispositive power through TCG Crossover II and its general partner. Subsequent filings would show any change in status or additional conversions.
Stake held through fund vehicles with indirect control via GP.
The reported 3,017,120 shares are held by TCG Crossover II and related GP entities, with Chen Yu as the sole managing member of the GP and shared voting/dispositive power disclosed. The filing highlights typical fund-layered attribution.
The comment clarifies conversion timing constraints for 2,900,662 Series C convertible shares due to the 4.99% limit. Cash‑flow treatment or planned dispositions are not stated in the excerpt.
Key Figures
Reported shares beneficially owned:3,017,120 sharesPercent of class:7.9%Shares outstanding (context):38,242,757 shares+2 more
5 metrics
Reported shares beneficially owned3,017,120 sharesreported by TCG Crossover entities and Chen Yu
Percent of class7.9%based on 38,242,757 shares outstanding as of May 5, 2026
Shares outstanding (context)38,242,757 sharesoutstanding as of <date>May 5, 2026</date> following the Offering
Convertible preferred shares excluded2,900,662 sharesissuable upon conversion of Series C Preferred Stock, excluded from the reported total
Beneficial ownership cap4.99%Beneficial Ownership Limitation restricting conversions within 60 days
Key Terms
Schedule 13G, Beneficial Ownership Limitation, shared dispositive power
3 terms
Schedule 13Gregulatory
"This joint statement on is being filed by TCG Crossover Fund II"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial Ownership Limitationfinancial
"may not be converted into Common Stock to the extent that doing so would result in the holder...more than 4.99 percent"
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.
What stake does TCG Crossover report in Avalo Therapeutics (AVTX)?
TCG Crossover reports beneficial ownership of 3,017,120 shares, equal to 7.9% of Avalo's common stock based on May 5, 2026. The position is held through fund entities and shared voting/dispositive power is disclosed.
Does the filing include convertible preferred shares for AVTX?
The filing excludes 2,900,662 shares issuable upon conversion of Series C Preferred Stock because those shares are not convertible within 60 days due to a 4.99% Beneficial Ownership Limitation described in the comments.
How is voting and dispositive power allocated for the reported AVTX holdings?
The filing shows 0 sole voting and 3,017,120 shared voting and shared dispositive power for each reporting person, indicating the holdings are controlled collectively through the fund and GP structure.
What outstanding share count does the filing use to calculate percent owned?
The percent ownership is calculated using 38,242,757 shares outstanding as of May 5, 2026, following the underwritten offering that closed on that date, as reported in the issuer's final prospectus.
Do the reporting persons claim to be a group under Schedule 13G?
The reporting persons expressly disclaim status as a group for purposes of the filing while filing a joint statement under Rule 13d-1(k)(1); a joint filing agreement is attached as Exhibit 1 to the statement.
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, par value $0.001 per share
(Title of Class of Securities)
05338F306
(CUSIP Number)
05/05/2026
(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
TCG Crossover GP II, 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
3,017,120.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,017,120.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,017,120.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This total excludes 2,900,662 shares of Common Stock issuable upon the conversion of shares of Series C non-voting convertible preferred stock (the Series C Preferred Stock), which are not convertible within 60 days of this Statement because the Series C Preferred Stock may not be converted into Common Stock to the extent that doing so would result in the holder of the Series C Preferred Stock beneficially owning more than 4.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such conversion (the Beneficial Ownership Limitation). These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 38,242,757 outstanding as of May 5, 2026, following the underwritten offering that closed on May 5, 2026 (the Offering), as reported by the Issuer (as defined in Item 1(a) below) in its final prospectus filed with the United States Securities and Exchange Commission (the Commission) on May 7, 2026 (the Prospectus), assuming that the underwriters do not exercise their option to purchase an additional 3,169,500 shares (the Option).
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
TCG Crossover Fund II, 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
3,017,120.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,017,120.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,017,120.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: This total excludes 2,900,662 shares of Common Stock issuable upon the conversion of shares of Series C Preferred Stock, which are not convertible within 60 days of this Statement due to the Beneficial Ownership Limitation. These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 38,242,757 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, assuming that the underwriters do not exercise the Option.
SCHEDULE 13G
CUSIP Number(s):
05338F306
1
Names of Reporting Persons
Chen Yu
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
3,017,120.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,017,120.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,017,120.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This total excludes 2,900,662 shares of Common Stock issuable upon the conversion of shares of Series C Preferred Stock, which are not convertible within 60 days of this Statement due to the Beneficial Ownership Limitation. These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 38,242,757 outstanding as of May 5, 2026, following the Offering, as reported by the Issuer in the Prospectus, assuming that the underwriters do not exercise the Option.
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:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II, and together with TCG Crossover II, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(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 Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
Under certain circumstances set forth in the limited partnership agreement of TCG Crossover II and the limited liability company agreement of TCG Crossover GP II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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.
