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    SEC Form SC 13D/A filed by Icosavax Inc. (Amendment)

    11/24/23 3:20:04 PM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ICVX alert in real time by email
    SC 13D/A 1 tm2331516d1_sc13da.htm SC 13D/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    AMENDMENT No. 3 to

    SCHEDULE 13D/A

    Under the Securities Exchange Act of 1934 

     

    Icosavax, Inc.

     

     (Name of Issuer)

     

    Common Stock

     

    (Title of Class of Securities)

     

    45114M109

     

    (Cusip Number)

     

    Elisha P. Gould III

    One North Wacker Drive, Suite 2700,
    Chicago, Illinois 60606

     

    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications) 

     

    November 17, 2023

     

    (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 Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

     

    *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    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

     

    CUSIP No. 45114M109

      

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street Partners, LLC

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
      2,095,087
     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
      2,095,087
     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    2,095,087

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    4.2%1

     

    14Type of Reporting Person (See Instructions):

     

    IA

     

       

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023.

     

     

     

    SCHEDULE 13D

     

    CUSIP No. 45114M109

      

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street Venture/Growth Fund VI LP

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
      615,220
     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
      615,220
     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    615,220

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    1.2%1

     

    14Type of Reporting Person (See Instructions):

     

    PN

     

     

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023.

     

     

     

     

       SCHEDULE 13D

     

    CUSIP No. 45114M109

     

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street Growth Equity Fund VII LP

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
      594,696
     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
      594,696
     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    594,696

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    1.2%1

     

    14Type of Reporting Person (See Instructions):

     

    PN

     

     

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023.

     

     

     

     

    SCHEDULE 13D

     

    CUSIP No. 45114M109

     

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street 2016 Direct Venture/Growth Fund LP

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
      168,065
     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
      168,065
     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    168,065

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    Less than 1%1

     

    14Type of Reporting Person (See Instructions):

     

    PN

     

      

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023.

     

     

     

    SCHEDULE 13D

     

    CUSIP No. 45114M109

     

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street 2017 Direct Venture/Growth Fund LP

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
      217,411
     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
      217,411
     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    217,411

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    Less than 1%1

     

    14Type of Reporting Person (See Instructions):

     

    PN

     

      

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023. 

     

     

     

    SCHEDULE 13D

     

    CUSIP No. 45114M109

     

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street 2018 Direct Venture/Growth Fund LP

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
     

    341,112

     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
     

    341,112

     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    341,112

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    Less than 1%1

     

    14Type of Reporting Person (See Instructions):

     

    PN

     

      

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023. 

     

     

     

    SCHEDULE 13D

     

    CUSIP No. 45114M109

     

     

    1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

     

    Adams Street 2019 Direct Growth Equity Fund LP

     

    2Check the Appropriate Box if a Member of a Group (See Instructions):

    (a) x

    (b) ¨

     

    3SEC Use Only:

      

     

    4Source of Funds (See Instruction):

     

    OO

     

    5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

      

     

    6Citizenship or Place of Organization:

     

    USA

     

    Number of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With
     7 Sole Voting Power:
       
     

    158,583

     8 Shared Voting Power:
       
      —
     9 Sole Dispositive Power:
       
     

    158,583

     10 Shared Dispositive Power:
       
      —

     

    11Aggregate Amount Beneficially Owned by Each Reporting Person:

     

    158,583

     

    12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

     

     

    13Percent of Class Represented by Amount in Row (11):

     

    Less than 1%1

     

    14Type of Reporting Person (See Instructions):

     

    PN

     

     

     

    1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, there were 50,090,341 shares of common stock of the Issuer outstanding as of November 8, 2023.

      

     

     

     

     

    Item 1.     Security and Issuer.

     

    This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D that was filed with the Securities and Exchange Commission on August 12, 2021 by the above Reporting Persons (the “Original 13D”) and amended on December 21, 2022 and June 13, 2023 (the Original 13D, as amended and supplemented, the “Schedule 13D”). The Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Icosavax, Inc., a Delaware corporation (the “Issuer” or “Registrant”).  The address of the principal executive offices of the Issuer is 1930 Boren Avenue, Suite 1000, Seattle, Washington 98101; its telephone number is (206) 737-0085. Terms defined in the Original Schedule 13D are used herein as so defined.

     

    Item 5. Interests in Securities of the Issuer

     

    (a,b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D.

     

    Adams Street Partners, LLC is the managing member of the general partner of the general partner of each of the Reporting Persons, and may be deemed to beneficially own the shares held by each of such funds. Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould III, Robin P. Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares. Adams Street Partners, LLC and Thomas Bremner, Jeffrey Diehl, Brian Dudley, Elisha P. Gould III, Robin Murray and Fred Wang disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.

     

    (c) The Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past 60 days except for the open market sales set forth on Schedule A hereto.

     

    (d) Under certain circumstances set forth in the limited partnership agreements of the Reporting Persons, the general partner, members and limited partners of the reporting persons may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entities of which they are a partner.

     

    (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.

     

    Date: November 24, 2023

     

    ADAMS STREET VENTURE/GROWTH FUND VI LP

     

    By: ASP VG Management VI LP, its General Partner 

    By: ASP VG Management VI LLC, its General Partner 

    By: Adams Street Partners, LLC, its Managing Member

     

    By: /s/ Sara Robinson Dasse  

    Name: Sara Robinson Dasse
    Title: Executive Vice President

     

    ADAMS STREET GROWTH EQUITY FUND VII LP

     

    By: ASP VG Management VII LP, its General Partner 

    By: ASP VG Management VII LLC, its General Partner 

    By: Adams Street Partners, LLC, its Managing Member

      

    By: /s/ Sara Robinson Dasse  

    Name: Sara Robinson Dasse
    Title: Executive Vice President

     

    ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP

     

    By: ASP 2016 Direct Management LP, its General Partner 

    By: ASP 2016 Direct Management LLC, its General Partner 

    By: Adams Street Partners, LLC, its Managing Member 

     

    By: /s/ Sara Robinson Dasse  

    Name: Sara Robinson Dasse
    Title: Executive Vice President

     

    ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP

     

    By: ASP 2017 Direct Management LP, its General Partner 

    By: ASP 2017 Direct Management LLC, its General Partner 

    By: Adams Street Partners, LLC, its Managing Member 

     

    By: /s/ Sara Robinson Dasse  

    Name: Sara Robinson Dasse
    Title: Executive Vice President

     

     

     

     

     

    ADAMS STREET 2018 DIRECT VENTURE/GROWTH FUND LP

     

    By: ASP 2018 Direct Management LP, its General Partner 

    By: ASP 2018 Direct Management LLC, its General Partner 

    By: Adams Street Partners, LLC, its Managing Member 

     

    By: /s/ Sara Robinson Dasse  

    Name: Sara Robinson Dasse
    Title: Executive Vice President

     

    ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP

     

    By: ASP 2019 Direct Management LP, its General Partner 

    By: ASP 2019 Direct Management LLC, its General Partner 

    By: Adams Street Partners, LLC, its Managing Member

      

    By: /s/ Sara Robinson Dasse  

    Name: Sara Robinson Dasse
    Title: Executive Vice President

     

     

     

     

     Schedule A

     

    Fund  Shares Sold on
    November 22, 2023
    for a weighted
    average purchase
    per share price
    of $10.5207
     
    Adams Street 2016 Direct Venture/Growth Fund LP   233 
    Adams Street 2017 Direct Venture/Growth Fund LP   301 
    Adams Street 2018 Direct Venture/Growth Fund LP   471 
    Adams Street 2019 Direct Growth Equity Fund LP   220 
    Adams Street Growth Equity Fund VII LP   822 
    Adams Street Venture/Growth Fund VI LP   853 
    Total:   2,900 

     

     

    Fund  Shares Sold on
    November 20, 2023
    for a weighted
    average purchase
    per share price
    of $10.9859
     
    Adams Street 2016 Direct Venture/Growth Fund LP   3,566 
    Adams Street 2017 Direct Venture/Growth Fund LP   4,612 
    Adams Street 2018 Direct Venture/Growth Fund LP   7,237 
    Adams Street 2019 Direct Growth Equity Fund LP   3,364 
    Adams Street Growth Equity Fund VII LP   12,617 
    Adams Street Venture/Growth Fund VI LP   13,052 
    Total:   44,448 

     

      

    Fund  Shares Sold on
    November 17, 2023
    for a weighted
    average purchase
    per share price
    of $10.9228
     
    Adams Street 2016 Direct Venture/Growth Fund LP   3,011 
    Adams Street 2017 Direct Venture/Growth Fund LP   3,894 
    Adams Street 2018 Direct Venture/Growth Fund LP   6,110 
    Adams Street 2019 Direct Growth Equity Fund LP   2,841 
    Adams Street Growth Equity Fund VII LP   10,653 
    Adams Street Venture/Growth Fund VI LP   11,020 
    Total:   37,529 

     

      

     

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    AstraZeneca to Acquire Icosavax, Including Potential First-in-class RSV and hMPV Combination Vaccine With Positive Phase II Data

    Building on expertise in RSV prevention, acquisition will accelerate ambition to deliver portfolio of protective interventions to address high unmet needs in infectious diseases AstraZeneca has entered into a definitive agreement to acquire Icosavax, Inc. (NASDAQ:ICVX), a US-based clinical-stage biopharmaceutical company focused on developing differentiated, high-potential vaccines using an innovative, protein virus-like particle (VLP) platform. The proposed acquisition will build on AstraZeneca's expertise in respiratory syncytial virus (RSV), strengthening AstraZeneca's Vaccines & Immune Therapies late-stage pipeline with Icosavax's lead investigational vaccine candidate, IVX-A12. IVX

    12/12/23 7:00:00 AM ET
    $AZN
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ICVX
    Leadership Updates

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    Icosavax Provides Corporate Update and Anticipated Milestones for 2022

    SEATTLE, Jan. 07, 2022 (GLOBE NEWSWIRE) -- Icosavax, Inc. (NASDAQ:ICVX), a biopharmaceutical company leveraging its innovative virus-like particle (VLP) platform technology to develop vaccines against infectious diseases, today provided a corporate update and shared anticipated milestones for 2022. Pipeline Updates: Exercised option for patent license for influenza vaccine from the University of Washington (UW) and U.S. Department of Human and Health Services (HHS). Icosavax has exercised its option for a non-exclusive patent license granted by UW and HHS for use of its computationally designed, two component VLP platform in the influenza field, as the company executes on its strategy to

    1/7/22 8:00:00 AM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Icosavax Appoints Dr. John Shiver to Board of Directors

    SEATTLE, Jan. 05, 2022 (GLOBE NEWSWIRE) -- Icosavax, Inc. (NASDAQ:ICVX), a biopharmaceutical company leveraging its innovative virus-like particle (VLP) platform technology to develop vaccines against infectious diseases, today announced the appointment of John Shiver, Ph.D., to its Board of Directors. Dr. Shiver has more than 30 years of experience in vaccine and pharmaceutical research and development, including at two of the most prominent vaccine companies in the world, Sanofi Pasteur and Merck & Co., Inc. He has guided scientific teams to create novel vaccine and monoclonal antibody candidates to prevent or treat more than 40 infectious and non-infectious diseases, including RSV, infl

    1/5/22 8:00:00 AM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Icosavax Appoints Elizabeth Bekiroğlu to General Counsel

    SEATTLE, Sept. 10, 2021 (GLOBE NEWSWIRE) -- Icosavax, Inc. (NASDAQ:ICVX), a biopharmaceutical company leveraging its innovative virus-like particle (VLP) platform technology to develop vaccines against infectious diseases, today announced the appointment of Elizabeth Bekiroğlu to General Counsel. "Elizabeth is an accomplished leader who has established an expertise in providing legal counsel to biotechnology and healthcare companies," said Adam Simpson, Chief Executive Officer of Icosavax. "I am thrilled to begin working alongside Elizabeth and look forward to her valuable insight as we work to progress our clinical candidates down the development pipeline and continue to grow the compa

    9/10/21 8:00:00 AM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ICVX
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    Icosavax Announces Positive Topline Interim Phase 1/1b Results for VLP Vaccine Candidate IVX-121 Against RSV

    - IVX-121 demonstrated robust immunologic response to RSV, with comparable Geometric Mean Titer (GMT) levels achieved at Day 28 in both young and older adult groups - - IVX-121 was generally well tolerated with no vaccine-related SAEs - - Provides initial indication of a differentiated VLP platform technology - - Icosavax plans to file an IND submission and initiate a Phase 1 trial for IVX-A12, a combination bivalent RSV + hMPV VLP candidate, in 2H 2022 – - Company to host conference call/webcast today at 4:30 p.m. ET / 1:30 p.m. PT - SEATTLE, June 28, 2022 (GLOBE NEWSWIRE) -- Icosavax, Inc. (NASDAQ:ICVX), a biopharmaceutical company leveraging its innovative virus-like particle (VLP

    6/28/22 4:05:00 PM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
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    $ICVX
    Large Ownership Changes

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    SEC Form SC 13D/A filed by Icosavax Inc. (Amendment)

    SC 13D/A - Icosavax, Inc. (0001786255) (Subject)

    2/21/24 4:21:27 PM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care

    SEC Form SC 13D/A filed by Icosavax Inc. (Amendment)

    SC 13D/A - Icosavax, Inc. (0001786255) (Subject)

    2/21/24 4:17:53 PM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care

    SEC Form SC 13G/A filed by Icosavax Inc. (Amendment)

    SC 13G/A - Icosavax, Inc. (0001786255) (Subject)

    2/14/24 4:58:16 PM ET
    $ICVX
    Biotechnology: Pharmaceutical Preparations
    Health Care