Amendment: SEC Form SCHEDULE 13D/A filed by Invivyd Inc.
$IVVD
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Invivyd, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
00534A102 (CUSIP Number) |
M28 Capital Management LP 700 Canal Street, 1st Floor, Stamford, CT, 06902 203-516-3730 Ele Klein & Adriana Schwartz McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00534A102 |
| 1 |
Name of reporting person
M28 Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,248,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 00534A102 |
| 1 |
Name of reporting person
Marc Elia | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,548,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The 300,000 shares of Common Stock reported in rows (7) and (9) of this cover page are shares of Common Stock underlying director stock options granted to Mr. Elia.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Invivyd, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1601 TRAPELO ROAD, SUITE 178, WALTHAM,
MASSACHUSETTS
, 02451. | |
Item 1 Comment:
The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed with the Securities and Exchange Commission on April 1, 2022 (as amended, the "Schedule 13D"). This Amendment No. 4 supplements Items 3 and 6 and amends and restates Items 5(a)-(c), and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. Due solely to a change in the number of outstanding shares of Common Stock of the Issuer, the Reporting Persons no longer beneficially own more than 5% of the Issuer's shares of Common Stock and the Reporting Persons are exiting the reporting system. This Amendment No. 4 is being filed solely as a result of such change. This Amendment No. 4 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The director stock options reported herein were acquired by Mr. Elia for his services rendered to the Issuer as a member of the Issuer's board of directors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by the Reporting Person. The percentages in this Schedule 13D are calculated based upon 209,377,291 shares of Common Stock reported to be outstanding, as disclosed in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on August 22, 2025 and the Issuer's August 22, 2025 Press Release, after giving effect to the completion of the offering and the exercise in full of the underwriters' overallotment option, as described therein, and assumes the exercise of the director stock options granted to Mr. Elia. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | No transactions in the shares of Common Stock have been effected by the Reporting Persons in the past sixty (60) days. | |
| (e) | August 22, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mr. Elia holds an aggregate of 300,000 unvested and vested director stock options granted in consideration for his service on the board of directors of the Issuer. Mr. Elia is deemed to hold the options for the benefit of M28 Capital and the M28 Funds and Accounts. | ||
| 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.
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