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Invivyd prices offering of 74,811,404 shares at $0.52 each

Tickers IVVD

Invivyd sold 74,811,404 shares at $0.52 each and pre-funded warrants for up to 21,342,442 more shares, for a total public offering price of $49,997,865.68 before underwriting discounts.

Key facts

Company
Invivyd, Inc. (NASDAQ: IVVD)
News type
Financings
Primary source
Invivyd, Inc. 424B5 (2025-08-20)
A financial district skyline and bay. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.

Invivyd, Inc. (Nasdaq: IVVD) priced an underwritten public offering of 74,811,404 shares of common stock at $0.52 per share on August 20, 2025. Investors who preferred not to hold common stock could buy pre-funded warrants instead, for up to 21,342,442 shares at $0.5199 each. The terms appear in the prospectus supplement filed under its existing shelf registration.

The total public offering price is $49,997,865.68. After underwriting discounts and commissions of $3,000,000.00, proceeds to Invivyd before expenses are $46,997,865.68. The underwriters also have a 30-day option to buy up to an additional 15% of the shares. If that option is used in full, the total public offering price would be $57,497,865.20.

Cantor is the sole book-running manager. Hogan Lovells US LLP passes on the validity of the securities for Invivyd, and Cooley LLP of New York represents the underwriters. Estimated expenses other than the discount are approximately $500,000. Cantor, the representative, also holds a right of first refusal for 12 months to act as lead underwriter on a later equity financing, and Invivyd and its directors and executive officers agreed to 60-day lock-ups.

The price against the market

The last reported sale price of the stock was $0.571 on August 19, 2025, the day before the offering was launched. On August 20 it was $0.6338. The $0.52 offering price therefore sat below both of the last two trading prices in the filing. Investors buying in the offering pay less than the market price on the days before the launch. The prospectus puts net tangible book value at approximately $42.8 million, or $0.36 per share, on 120,142,811 shares at June 30, 2025. As adjusted for this offering it would be approximately $89.3 million, or $0.41 per share, so buyers face immediate dilution of $0.11 per share. Outstanding options for 21,215,534 shares at a weighted-average exercise price of $3.21 sit outside those figures.

Use of proceeds

The company says it will use the net proceeds, together with existing cash, for the VYD2311 clinical program, which covers trial protocol development, planning and advancement. It also lists research on pipeline programs such as respiratory syncytial virus (RSV) and measles, the work of its SPEAR Study Group on Long COVID and COVID-19 Post-Vaccination Syndrome, and working capital and other general corporate purposes. The prospectus supplement gives no cash balance, so the runway the raise buys is not quantified. The auditor's report on the 2024 financial statements, by PricewaterhouseCoopers LLP, contains an explanatory paragraph on the company's ability to continue as a going concern.

The existing sales agreement

Invivyd also has a Controlled Equity Offering sales agreement with Cantor Fitzgerald & Co., as sales agent, entered into on December 22, 2023 and covering up to $75.0 million of shares. The prospectus says that as of its date the company had sold 9,000,000 shares under that agreement at an average price of $4.50, for net proceeds of approximately $39.3 million. About $34.5 million remains available for sale. The average sale price under that agreement, $4.50, is well above the $0.52 offering price.

The business behind the raise

Invivyd's commercial product is PEMGARDA (pemivibart), which received an emergency use authorization from the US Food and Drug Administration on March 22, 2024 for pre-exposure prevention of COVID-19 in adults and adolescents aged 12 and older weighing at least 40 kg. The authorization is for people who are moderately to severely immune compromised and unlikely to mount an adequate response to vaccination. PEMGARDA has not been approved.

The pipeline's next step is VYD2311, a next-generation antibody for COVID-19. The company announced positive full Phase 1/2 data for safety and pharmacokinetics in June 2025. The filing says the FDA advised that a single Phase 2/3 randomized, double-blind, placebo-controlled trial could support a BLA. It adds that the trial would evaluate efficacy from a relatively modest number of confirmed symptomatic disease events. The prospectus describes that number as relatively modest.

Registration

The offering was made under a shelf registration on Form S-3 filed on September 28, 2022 and declared effective on October 5, 2022. The prospectus names no individual investors and does not say how many shares the institutional buyers took.

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