Invivyd, Inc. (IVVD) received an amended Schedule 13G showing that a group of Soleus-affiliated investment entities and Guy Levy collectively report beneficial ownership below 5% of its common stock. The filing is based on an event dated December 31, 2025.
Soleus Private Equity Fund III, L.P. and related Soleus private equity entities each report beneficial ownership of 1,680,160 shares, representing 0.6% of Invivyd’s common stock. Separately, Soleus Capital Master Fund, L.P. and related Soleus capital entities each report 6,028,567 shares, or 2.2% of the class.
Soleus Capital Management, L.P., Soleus GP, LLC and Guy Levy each report beneficial ownership of 7,708,727 shares, equal to 2.8% of Invivyd’s outstanding common stock, all with shared and no sole voting or dispositive power. The percentages are calculated using 277,064,852 Invivyd shares outstanding immediately after an underwritten offering described in a prospectus supplement. The reporting persons state the securities were not acquired and are not held for the purpose of changing or influencing control of Invivyd.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
INVIVYD, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00534A102
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus Private Equity Fund III, 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
1,680,160.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,680,160.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,680,160.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of the common stock of Invivyd, Inc. (the "Issuer") outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Issuer's prospectus supplement dated November 17, 2025 that was filed with the Securities and Exchange Commission on November 19, 2025 (the "Prospectus Supplement").
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus Private Equity GP III, 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
1,680,160.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,680,160.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,680,160.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus PE GP III, 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
1,680,160.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,680,160.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,680,160.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus Capital Master 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,028,567.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,028,567.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,028,567.00
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)
2.2 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus Capital, 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
6,028,567.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,028,567.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,028,567.00
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)
2.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus Capital Group, 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
6,028,567.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,028,567.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,028,567.00
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)
2.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus 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
7,708,727.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,708,727.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,708,727.00
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)
2.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Soleus GP, 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
7,708,727.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,708,727.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,708,727.00
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)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SSCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
CUSIP No.
00534A102
1
Names of Reporting Persons
Guy Levy
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
7,708,727.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,708,727.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,708,727.00
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)
2.8 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 277,064,852 shares of common stock of the Issuer outstanding immediately following the closing of the underwritten offering of the Issuer's common stock as described in the Prospectus Supplement.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
INVIVYD, INC.
(b)
Address of issuer's principal executive offices:
209 Church Street, New Haven, CT 06510
Item 2.
(a)
Name of person filing:
Soleus Private Equity GP III, LLC
Soleus Private Equity Fund III, L.P.
Soleus PE GP III, LLC
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Private Equity GP III, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Private Equity Fund III, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus PE GP III, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Master Fund, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Group, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus GP, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
(c)
Citizenship:
Soleus Private Equity GP III, LLC - Delaware
Soleus Private Equity Fund III, L.P. - Delaware
Soleus PE GP III, LLC - Delaware
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
00534A102
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:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
Soleus Private Equity GP III, LLC - 1,680,160
Soleus Private Equity Fund III, L.P. - 1,680,160
Soleus PE GP III, LLC - 1,680,160
Soleus Capital Master Fund, L.P. - 6,028,567
Soleus Capital, LLC - 6,028,567
Soleus Capital Group, LLC - 6,028,567
Soleus Capital Management, L.P. - 7,708,727
Soleus GP, LLC - 7,708,727
Guy Levy - 7,708,727
(b)
Percent of class:
Soleus Private Equity GP III, LLC - 0.6%
Soleus Private Equity Fund III, L.P. - 0.6%
Soleus PE GP III, LLC - 0.6%
Soleus Capital Master Fund, L.P. - 2.2%
Soleus Capital, LLC - 2.2%
Soleus Capital Group, LLC - 2.2%
Soleus Capital Management, L.P. - 2.8%
Soleus GP, LLC - 2.8%
Guy Levy - 2.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
Soleus Private Equity GP III, LLC - 1,680,160
Soleus Private Equity Fund III, L.P. - 1,680,160
Soleus PE GP III, LLC - 1,680,160
Soleus Capital Master Fund, L.P. - 6,028,567
Soleus Capital, LLC - 6,028,567
Soleus Capital Group, LLC - 6,028,567
Soleus Capital Management, L.P. - 7,708,727
Soleus GP, LLC - 7,708,727
Guy Levy - 7,708,727
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
Soleus Private Equity GP III, LLC - 1,680,160
Soleus Private Equity Fund III, L.P. - 1,680,160
Soleus PE GP III, LLC - 1,680,160
Soleus Capital Master Fund, L.P. - 6,028,567
Soleus Capital, LLC - 6,028,567
Soleus Capital Group, LLC - 6,028,567
Soleus Capital Management, L.P. - 7,708,727
Soleus GP, LLC - 7,708,727
Guy Levy - 7,708,727
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
What ownership stake in Invivyd (IVVD) does the Soleus group report?
The Soleus group reports beneficial ownership of up to 7,708,727 Invivyd shares, or 2.8% of the company’s common stock. This reflects positions held through Soleus Private Equity Fund III, L.P., Soleus Capital Master Fund, L.P., and related management entities.
How many Invivyd (IVVD) shares does Soleus Capital Master Fund, L.P. hold?
Soleus Capital Master Fund, L.P. reports beneficial ownership of 6,028,567 Invivyd common shares, representing 2.2% of the outstanding class. Related entities Soleus Capital, LLC and Soleus Capital Group, LLC report the same number of shares and percentage with shared voting and dispositive power.
What percentage of Invivyd (IVVD) does Guy Levy report beneficially owning?
Guy Levy reports beneficial ownership of 7,708,727 Invivyd shares, equal to 2.8% of the company’s common stock. These shares are held through Soleus Private Equity Fund III, L.P. and Soleus Capital Master Fund, L.P., with only shared voting and dispositive power reported.
On what share count is the Soleus ownership percentage in Invivyd (IVVD) based?
The reported ownership percentages are calculated using 277,064,852 Invivyd common shares outstanding. This share count reflects the amount outstanding immediately after an underwritten offering described in Invivyd’s prospectus supplement dated November 17, 2025.
Did the Soleus group acquire Invivyd (IVVD) shares to influence control of the company?
The reporting persons certify the Invivyd shares were not acquired and are not held to change or influence control. They state the holdings are not part of any transaction with that purpose, other than activities solely related to a nomination under the relevant proxy rule.
Does any Soleus entity report sole voting power over Invivyd (IVVD) shares?
No Soleus entity reports sole voting or sole dispositive power over Invivyd shares. All listed reporting persons show 0 shares with sole power and instead report only shared voting and shared dispositive power over their respective Invivyd positions.
