[8-K] Invivyd, Inc. Reports Material Event

Rhea-AI Filing Summary

Invivyd, Inc. entered into an underwriting agreement for an underwritten public offering of 44,000,000 shares of common stock and pre-funded warrants to purchase 6,000,000 shares. The shares were priced at $2.50 each and the pre-funded warrants at $2.4999, with an option for underwriters to buy up to an additional 7,500,000 shares at the same price. The company reports net proceeds of approximately $117.2 million after fees, and the offering closed on November 19, 2025.

Invivyd plans to use the proceeds, together with existing cash, to prepare commercially for the potential launch of VYD2311, continue research and development for programs such as RSV and measles, advance its SPEAR Study Group work on Long COVID and COVID-19 Post-Vaccination Syndrome, and for working capital and general corporate purposes. The pre-funded warrants are exercisable immediately, have no expiration, allow cash or cashless exercise, and include beneficial ownership limits generally starting at 4.99% or 9.99%, adjustable up to 19.99% with at least 61 days’ prior notice.

Insights

Equity Capital Markets Analyst

Invivyd raises $117.2M via large equity/warrant financing, strengthening cash while adding potential dilution.

Invivyd completed a sizable underwritten public offering consisting of 44,000,000 common shares plus pre-funded warrants for 6,000,000 shares, with an underwriter option for up to 7,500,000 additional shares. At a public price of $2.50 per share and $2.4999 per pre-funded warrant, the company reports net proceeds of about $117.2 million after underwriting discounts, commissions, and estimated expenses. This represents a meaningful capital infusion that can support ongoing operations and development work.

The stated use of proceeds centers on commercial preparedness for the potential launch of VYD2311 and continued R&D across programs such as RSV, measles, and the SPEAR Study Group focused on Long COVID and COVID-19 Post-Vaccination Syndrome. These allocations indicate a focus on both near-term commercialization prospects and broader pipeline advancement, but outcomes will depend on regulatory progress and clinical results, which are not detailed here.

The pre-funded warrants are immediately exercisable, have no expiration, and can be exercised for cash or via cashless methods, increasing flexibility for holders. Beneficial ownership limitations of 4.99% or 9.99%, adjustable up to 19.99% with at least 61 days’ notice, are designed to cap individual holder ownership levels following exercises. Overall impact on existing shareholders will depend on how many additional shares and warrants are ultimately exercised under this structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 17, 2025

Invivyd, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40703		85-1403134
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

209 Church Street New Haven, CT		06510
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 819-0080

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IVVD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On November 17, 2025, Invivyd, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative of the underwriters named therein (the “Underwriters”), in connection with its previously announced underwritten public offering (the “Offering”) of 44,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and, to certain investors, in lieu of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 6,000,000 shares of Common Stock. The price to the public for the Shares in the Offering was $2.50 per Share, and the price to the public for the Pre-Funded Warrants was $2.4999 per Pre-Funded Warrant, which represents the price to the public for the Shares less the $0.0001 per share exercise price for each such Pre-Funded Warrant. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 7,500,000 shares of Common Stock at the same price.

The net proceeds to the Company from the Offering were approximately $117.2 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering closed on November 19, 2025.

The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents, for commercial preparedness for the potential launch of VYD2311, continued research and development related to its pipeline programs such as respiratory syncytial virus (RSV) and measles, continued advancement of the Spike Protein Elimination and Recovery (SPEAR) Study Group efforts related to assessing the effects of monoclonal antibody therapy for Long COVID and COVID-19 Post-Vaccination Syndrome, and for working capital and other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267643), declared effective by the Securities and Exchange Commission on October 5, 2022, a base prospectus dated October 5, 2022 and the related prospectus supplement dated November 17, 2025.

The Pre-Funded Warrants are exercisable at any time after the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant (the “Pre-Funded Warrant Shares”) are subject to appropriate adjustment in the event of certain stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Common Stock as well as upon any distribution of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-Funded Warrants may not exercise such Pre-Funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would beneficially own more than 4.99% (or 9.99% at the initial election of the holder) of the issued and outstanding shares of Common Stock following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

The foregoing summaries of the terms of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant, copies of which are filed herewith as Exhibit 1.1 and Exhibit 4.1, respectively, and are incorporated by reference into this Item 1.01. Hogan Lovells US LLP, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the Offering, as well as the Pre-Funded Warrant Shares, a copy of which is filed as herewith as Exhibit 5.1 and is incorporated by reference into this Item 1.01.

Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the Offering and the anticipated use of the net proceeds from the

Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, as well as other risks detailed from time to in the Company’s Securities and Exchange Commission filings, including in its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, its Current Reports on Form 8-K and the prospectus supplement dated November 17, 2025 relating to the Offering. These documents contain important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this Current Report on Form 8-K. Forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof, and the Company undertakes no duty to update such information whether as a result of new information, future events or otherwise, except as required under applicable law.

Item 8.01. Other Events.

The Company issued press releases announcing the launch and pricing of the Offering on November 17, 2025. Copies of these press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and are each incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 17, 2025, by and between Invivyd, Inc. and Cantor Fitzgerald & Co.
4.1		Form of Pre-Funded Warrant to Purchase Common Stock
5.1		Opinion of Hogan Lovells US LLP
23.1		Consent of Hogan Lovells US LLP (contained in Exhibit 5.1)
99.1		Press Release announcing the launch of the Offering, dated November 17, 2025
99.2		Press Release announcing the pricing of the Offering, dated November 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INVIVYD, INC.
Date: November 19, 2025		By:	/s/ Jill Andersen
			Jill Andersen
			Chief Legal Officer and Corporate Secretary

FAQ

What type of financing did Invivyd (IVVD) announce in this 8-K?

Invivyd announced an underwritten public offering of 44,000,000 shares of common stock and pre-funded warrants to purchase 6,000,000 shares of common stock, with an additional underwriter option for up to 7,500,000 more shares.

How much capital did Invivyd raise from the offering and at what price?

The company reports net proceeds of approximately $117.2 million, after underwriting discounts, commissions, and estimated expenses. The shares were sold at $2.50 per share and the pre-funded warrants at $2.4999 each.

How does Invivyd plan to use the $117.2 million in net proceeds?

Invivyd plans to use the net proceeds, together with existing cash and cash equivalents, for commercial preparedness for the potential launch of VYD2311, continued R&D for programs such as RSV and measles, advancement of the SPEAR Study Group on Long COVID and COVID-19 Post-Vaccination Syndrome, and for working capital and general corporate purposes.

What are the key terms of Invivyds pre-funded warrants in this offering?

The pre-funded warrants are immediately exercisable, have no expiration, and may be exercised in cash or via cashless exercise. Their exercise price is $0.0001 per share, with the purchase price set at $2.4999, reflecting the share price minus the exercise price.

What beneficial ownership limits apply to Invivyds pre-funded warrants?

A holder generally may not exercise pre-funded warrants if it would own more than 4.99% or, at the holders initial election, 9.99% of outstanding common stock after exercise. This cap can be increased or decreased up to 19.99% with at least 61 days prior notice to the company.

Under which registration statement was the Invivyd offering conducted?

The offering was conducted under Invivyds shelf registration statement on Form S-3 (File No. 333-267643), declared effective on October 5, 2022, using a base prospectus dated that day and a related prospectus supplement dated November 17, 2025.