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. 5)
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Invivyd, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
00534A102 (CUSIP Number) |
Philip Chase Adimab, LLC, 7 Lucent Drive Lebanon, NH, 03766 (603) 643-7110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2025 (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
Adimab, LLC | ||||||||
| 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)
OO | ||||||||
| 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
20,262,170.00 | ||||||||
| 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)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Limited Liability Company
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Invivyd, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
209 Church Street, New Haven,
CONNECTICUT
, 06510. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D originally filed by Adimab, LLC (the "Reporting Person") with the Securities and Exchange Commission (the "Commission") on March 30, 2022, as amended and supplemented by Amendment No. 1 thereto, filed with the Commission on April 26, 2022, Amendment No. 2 thereto, filed with the Commission on June 24, 2022, Amendment No. 3 thereto, filed with the Commission on January 22, 2024, and Amendment No. 4 thereto, filed with the Commission on November 19, 2025 (the "Original 13D," and together with this amendment, the "Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 5 have the meanings ascribed to them in the Original 13D. This Amendment is being filed to report that the beneficial ownership of Common Stock by the Reporting Person has decreased by more than 1% as a result of the sales reported in Item 5. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) Amount beneficially owned: 20,262,170; Percent of Class: 7.3%.
The above percentage is based on 277,122,834 shares of Common Stock outstanding, which includes 233,122,834 shares of Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and 44,000,000 shares of Common Stock issued on November 19, 2025, as reported in the Issuer's Current Report on Form 8-K filed on November 19, 2025. | |
| (b) | (b) The Reporting Person has sole voting and sole dispositive power with respect to all of the shares of Common Stock that it beneficially owns. | |
| (c) | On December 23, 2025, the Reporting Person sold 192,320 shares of Common Stock at a weighted average price of $3.0028 per share in a series of open market transactions. These shares were sold in multiple transactions at prices ranging from $3.00 to $3.005 per share. The Reporting Person undertakes to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. | |
| (d) | None | |
| (e) | Not applicable | |
| 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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