Invivyd SEC Filings

RA Capital Management, Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund report collective beneficial ownership of 21,338,288 shares of Invivyd, Inc. (CUSIP 00534A102), representing approximately 9.99% of the outstanding common stock as of August 22, 2025. The Fund directly holds 17,119,096 shares plus pre-funded warrants exercisable for up to 21,342,442 shares, but the Pre-Funded Warrants include a Beneficial Ownership Blocker that prevents exercises that would raise ownership above 9.99%, limiting current exercisable holdings to 21,338,288 shares. RA Capital serves as investment adviser and has sole voting and dispositive power over the Funds holdings; Dr. Kolchinsky and Mr. Shah are identified as controlling persons and signed the filing on August 29, 2025.

Point72 group disclosed a passive 13G stake in Invivyd, Inc. The filing shows Point72 Asset Management, Point72 Capital Advisors and Steven A. Cohen beneficially own 16,730,467 shares, representing 8.0% of Invivyd's outstanding common stock based on 209,377,291 shares outstanding following the issuer's August 22, 2025 underwritten offering. The reported shares are held through Point72 Associates, LLC, with shared voting and dispositive power and no sole voting or dispositive power reported. The filing is submitted on a joint basis and states the position is not intended to influence control of the issuer.

Amendment No. 4 to a Schedule 13D reports that M28 Capital Management LP and Marc Elia hold common stock and director options in Invivyd, Inc. The filing states the reporting persons now beneficially own a combined 9,248,250 shares through shared voting and dispositive power attributed to M28 and an aggregate 9,548,250 shares when including Mr. Elia's 300,000 director stock options. Those amounts represent 4.4% (M28) and 4.6% (Elia) of the outstanding common stock, calculated using 209,377,291 shares outstanding per Invivyd's August 22, 2025 prospectus and press release. The amendment is an "exit filing" because, due solely to a change in the number of shares outstanding, the reporting persons no longer beneficially own more than 5% and are leaving the Schedule 13D reporting system. The director options were granted for board service; no transactions were effected in the past 60 days per the filing.

Amendment No. 4 to a Schedule 13D reports that M28 Capital Management LP and Marc Elia hold common stock and director options in Invivyd, Inc. The filing states the reporting persons now beneficially own a combined 9,248,250 shares through shared voting and dispositive power attributed to M28 and an aggregate 9,548,250 shares when including Mr. Elia's 300,000 director stock options. Those amounts represent 4.4% (M28) and 4.6% (Elia) of the outstanding common stock, calculated using 209,377,291 shares outstanding per Invivyd's August 22, 2025 prospectus and press release. The amendment is an "exit filing" because, due solely to a change in the number of shares outstanding, the reporting persons no longer beneficially own more than 5% and are leaving the Schedule 13D reporting system. The director options were granted for board service; no transactions were effected in the past 60 days per the filing.

Invivyd, Inc. completed an offering of common stock and pre-funded warrants, selling pre-funded warrants convertible into 21,342,442 shares and common shares at a public price of $0.52 per share. The pre-funded warrants had a public price of $0.5199 each, reflecting the $0.0001 per share exercise price difference.

The underwriting agreement included a 30-day option to purchase up to 14,423,076 additional shares at the same price, and that option was exercised in full on August 21, 2025, bringing the combined issuance (initial shares plus exercised option) to 35,765,518 shares or the equivalent in pre-funded warrants. These transactions raise capital for the company but increase the number of outstanding shares available to the market, which affects existing shareholders through dilution.

Invivyd, Inc. is offering up to 21,342,442 pre-funded warrants and accompanying common stock at $0.52 per share (pre-funded warrants priced at $0.5199). The offering would raise gross proceeds of approximately $50.0 million (without option) and up to $57.5 million (with option), with underwriting discounts and estimated expenses deducted. Net proceeds are intended to fund development and trials for the investigational antibody VYD2311, R&D for other pipeline programs (RSV, measles), SPEAR Study Group activities on Long COVID/PVS, and general corporate purposes. As-adjusted net tangible book value as of June 30, 2025 would be about $89.3 million or $0.41 per share, producing immediate dilution of $0.11 per share to new investors. The pre-funded warrants likely will not trade on Nasdaq or another exchange and include ownership-based exercise limits (default 4.99% or 9.99% election, adjustable up to 19.99% with notice). The offering is subject to customary lock-up provisions, U.S. and non-U.S. resale restrictions, and tax withholding rules for non-U.S. holders.

Invivyd, Inc. describes regulatory and clinical progress for its COVID-19 monoclonal antibody programs and terms of a securities offering. The company notes PEMGARDA (pemivibart) is authorized for pre-exposure prophylaxis in certain immunocompromised patients under emergency use with restrictions tied to national variant susceptibility thresholds. It reports VYD2311 completed positive Phase 1/2 safety and pharmacokinetic data and that the FDA advised a compact Phase 2/3 trial could support a BLA for prevention of COVID-19 in persons 12 years and older (>=40 kg), subject to agreement on safety database size and final protocol review. The prospectus supplement discloses intended use of proceeds to advance VYD2311 clinical development, other R&D (including RSV and measles), SPEAR Study Group work on Long COVID/PVS, and general corporate purposes. It also details offering mechanics: lock-up provisions (60 days), at-the-market sales ($39.3 million sold to date, $34.5 million available), registration rights, and various U.S. and non-U.S. tax and resale considerations.

Invivyd, Inc. describes regulatory and clinical progress for its COVID-19 monoclonal antibody programs and terms of a securities offering. The company notes PEMGARDA (pemivibart) is authorized for pre-exposure prophylaxis in certain immunocompromised patients under emergency use with restrictions tied to national variant susceptibility thresholds. It reports VYD2311 completed positive Phase 1/2 safety and pharmacokinetic data and that the FDA advised a compact Phase 2/3 trial could support a BLA for prevention of COVID-19 in persons 12 years and older (>=40 kg), subject to agreement on safety database size and final protocol review. The prospectus supplement discloses intended use of proceeds to advance VYD2311 clinical development, other R&D (including RSV and measles), SPEAR Study Group work on Long COVID/PVS, and general corporate purposes. It also details offering mechanics: lock-up provisions (60 days), at-the-market sales ($39.3 million sold to date, $34.5 million available), registration rights, and various U.S. and non-U.S. tax and resale considerations.

Timothy Edward Lee, Chief Commercial Officer of Invivyd, Inc. (IVVD), reported equity activity arising from an RSU grant and subsequent sell-to-cover transactions executed under a Rule 10b5-1 plan.

On 08/15/2025 Mr. Lee was granted 99,000 RSUs (each converting to one share) that vest over 18 months with one-third vesting every six months. After accounting for the RSUs and existing holdings (including 10,000 shares from the company ESPP), the reported post-transaction beneficial ownership is 201,000 shares. To satisfy tax withholding upon RSU vesting, Mr. Lee sold 20,013 shares on 08/18/2025 at a weighted average price of $0.6502 and 29,643 shares on 08/19/2025 at a weighted average price of $0.5666. The sales were non-discretionary sell-to-cover transactions pursuant to a 10b5-1 plan adopted 02/20/2025.

Invivyd, Inc. (IVVD) Chief Financial Officer William E. Duke reported equity transactions tied to an RSU award granted Feb 15, 2025. The Form 4 shows 99,000 restricted stock units (RSUs) were granted (each convertible into one share) and vest over 18 months with one-third vesting every six months. On 08/15/2025 the Reporting Person was credited with 99,000 RSUs. Sell-to-cover transactions pursuant to a Rule 10b5-1 plan occurred on 08/18/2025 and 08/19/2025 to satisfy tax-withholding: 20,013 shares sold at a weighted average price of $0.6502 and 29,643 shares sold at a weighted average price of $0.5666. After these sales, the Reporting Person beneficially owned 78,987 shares and held 201,000 shares underlying outstanding RSUs and awards in total.

Julie Green, Chief Human Resources Officer of Invivyd, Inc. (IVVD), reported RSU vesting and sell-to-cover sales in mid-August 2025. The Form 4 shows the vesting of 99,000 restricted stock units on 08/15/2025 and subsequent nondiscretionary sales executed under a Rule 10b5-1 plan to satisfy tax-withholding: 20,013 shares sold on 08/18/2025 at a weighted average price of $0.6502 and 29,643 shares sold on 08/19/2025 at a weighted average price of $0.5666. After these transactions the report lists 49,344 shares beneficially owned directly following the 08/19/2025 sale. The filing discloses the 10b5-1 plan adoption date of February 20, 2025, and that the RSUs vest in three equal tranches over 18 months beginning February 15, 2025.