05/21/2026 | Press release | Distributed by Public on 05/21/2026 14:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $1.04 | 05/19/2026 | A | 50,000 | (1) | 05/18/2036 | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Elia Marc C/O INVIVYD, INC. 209 CHURCH STREET NEW HAVEN, CT 06510 |
X | See Remarks | ||
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M28 Capital Management LP 700 CANAL STREET 2ND FLOOR STAMFORD, CT 06902 |
See Remarks | |||
| /s/ Jill Andersen attorney-in-fact for Marc Elia | 05/21/2026 | |
| **Signature of Reporting Person | Date | |
| M28 Capital Management LP, By: /s/ Marc Elia | 05/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This option was granted on May 19, 2026 and vests in full upon the earlier of (i) May 19, 2027 or (ii) the date of the Issuer's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such vesting date. The grant was awarded to Marc Elia ("Mr. Elia"). Mr. Elia is deemed to hold the grant for the benefit of M28 Capital Management LP ("M28 Capital Management") and the funds managed by M28 Capital Management. |
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Remarks: M28 Capital Management may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Elia, who indirectly controls M28 Capital Management, currently serves on the board of directors of the Issuer. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
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