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.
Positive
Material disclosure of aggregate beneficial ownership of 21,338,288 shares, providing transparency to investors
Clear identification of voting and dispositive power: RA Capital has sole authority over the Funds securities
Warrant structure disclosed: the filing explains pre-funded warrants and the Beneficial Ownership Blocker that limits exercise above 9.99%
Negative
Beneficial Ownership Blocker prevents full exercise of pre-funded warrants, limiting the Funds ability to increase ownership
Disclaimers of beneficial ownership and group status may complicate interpretation of who effectively controls the position
Insights
TL;DR Significant disclosed stake of 9.99% via shares and pre-funded warrants is material to investor ownership composition.
The Schedule 13G shows RA Capital and affiliated persons report aggregate beneficial ownership equal to the 9.99% blocker threshold, including direct shares and pre-funded warrants. This disclosure clarifies exercise limits imposed by the warrants and identifies voting and dispositive arrangements: RA Capital holds sole voting and dispositive power for the Funds position. For analysts, the filing documents a large passive position that could influence liquidity and potential future issuer interactions, while the blocker constrains automatic expansion of ownership via warrant exercise.
TL;DR Filing documents ownership structure, delegation of voting rights, and explicit disclaimers about group status and beneficial ownership.
The report carefully delineates relationships: RA Capital as adviser with sole voting/dispositive authority, RA Capital Healthcare Fund as holder of shares and pre-funded warrants, and Kolchinsky and Shah as controlling persons. The filing includes standard disclaimers denying group formation and limits on beneficial ownership due to the Pre-Funded Warrants blocker. Governance implications include a concentrated, disclosed stake and clear delegation of authority, which informs shareholder engagement and proxy considerations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many Invivyd (IVVD) shares do the Reporting Persons beneficially own?
The Reporting Persons beneficially own 21,338,288 shares of Invivyd common stock as of August 22, 2025.
What percentage of Invivyd does the 21,338,288 shares represent?
Approximately 9.99% of the common stock outstanding as of August 22, 2025, based on 209,377,291 shares outstanding plus exercisable pre-funded warrants.
What are the pre-funded warrants described in the filing?
The Fund holds pre-funded warrants exercisable for up to 21,342,442 shares, but a Beneficial Ownership Blocker limits exercise to avoid exceeding 9.99% beneficial ownership.
Who has voting and dispositive power over the Funds Invivyd holdings?
RA Capital serves as the investment adviser and has the sole power to vote and dispose of the securities held by the Fund.
Do the Reporting Persons claim to be a group under the filing?
No. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Invivyd, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00534A102
(CUSIP Number)
08/22/2025
(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
RA 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
21,338,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
21,338,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,338,288.00
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 No.
00534A102
1
Names of Reporting Persons
Peter Kolchinsky
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
21,338,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
21,338,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,338,288.00
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 No.
00534A102
1
Names of Reporting Persons
Rajeev Shah
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
21,338,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
21,338,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,338,288.00
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 No.
00534A102
1
Names of Reporting Persons
RA Capital Healthcare 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
21,338,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
21,338,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
21,338,288.00
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
Item 1.
(a)
Name of issuer:
Invivyd, Inc.
(b)
Address of issuer's principal executive offices:
1601 TRAPELO ROAD, SUITE 178, WALTHAM, MA, 02451.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value 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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of August 22, 2025 and is incorporated by reference.
The Fund directly holds 17,119,096 shares of common stock and pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 21,342,442 shares of common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. The Fund is currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 21,338,288 shares of common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of August 22, 2025. Such percentage is based upon the sum of (i) 209,377,291 shares of the Issuer's common stock outstanding as of August 22, 2025, as disclosed in the Issuer's prospectus supplement dated August 22, 2025 filed with the Securities and Exchange Commission (the "SEC") on August 22, 2025 and (ii) 4,219,192 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of August 22, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of August 22, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of August 22, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of August 22, 2025 and is incorporated by reference.
Item 5.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/29/2025
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/29/2025
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/29/2025
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
