Avalyn Pharma Inc. received a Schedule 13D from Suvretta Capital–affiliated funds and Aaron Cowen reporting a combined beneficial ownership of 2,503,109 shares of voting common stock, or 5.6% of the company, based on 44,312,047 shares outstanding as of April 30, 2026.
The position stems from Series D preferred stock purchases in April 2025 (later converted after a 1-for-19.2417 reverse stock split), substantial share purchases in Avalyn’s May 1, 2026 initial public offering at $18.00 per share, and additional open-market buying around the offering. The funds state they hold the shares for investment and may increase or decrease the position over time.
The filing also describes an Amended and Restated Investors' Rights Agreement granting registration rights once certain ownership and $5 million offering-size thresholds are met, and a lock-up agreement restricting transfers of the funds’ common stock for 180 days after April 29, 2026, subject to customary exceptions.
SR One-affiliated funds disclosed a 7.5% stake in Avalyn Pharma Inc. following the company’s IPO. SR One Fund II Aggregator and AMZL collectively hold 3,308,649 shares of Avalyn common stock, compared with 44,312,047 shares outstanding as of May 1, 2026.
The stake arose from Avalyn’s IPO of 19,166,667 shares at $18.00 per share and prior purchases of Series C-1 and Series D preferred stock that automatically converted into common stock at closing. The funds state they acquired the shares for investment purposes and may buy or sell more depending on market conditions.
The investors have registration rights under an Investors’ Rights Agreement, including demand, Form S-3 and piggyback rights once conditions are met, and are subject to a 180-day IPO lock-up restricting sales and related transactions without underwriter consent.
Avalyn Pharma Inc. disclosure: institutional investors led by Perceptive Advisors report beneficial ownership positions in Common Stock. The filing states 44,312,047 shares outstanding as reported in a prospectus and attributes 2,675,296 shares (6.0%) to Perceptive Advisors and Mr. Edelman collectively, with the Master Fund holding 425,000 shares (1.0%) and PXV II holding 2,250,296 shares (5.1%). The cover pages show shared voting and dispositive power for these holdings. The report is signed by Joseph Edelman as managing member on 05/07/2026.
Novo Holdings A/S, a more than 10% owner of Avalyn Pharma Inc., reported a combination of open-market buying and preferred stock conversions into common shares. On May 1, 2026, Novo bought 555,555 shares of Avalyn voting common stock in the open market at $18.00 per share, bringing its direct common stock holdings to 3,883,289 shares after the purchase.
On the same date, multiple series of Avalyn preferred stock held by Novo automatically converted into voting common stock upon the closing of Avalyn’s initial public offering for no additional consideration. According to the filing, the Series A, B, C-1, C-2 and D Preferred Stock converted into voting common stock on a 1-for-19.2417 basis and had no expiration date. Following these conversions, the preferred stock positions reported in the filing show zero remaining shares.
Avalyn Pharma Inc. reports institutional holdings disclosed on a Schedule 13G. FMR LLC beneficially owned 4,792,308 common shares, representing 11.5% of the class as of May 1, 2026. The filing states FMR LLC has sole dispositive power over 4,792,308 shares.
The filing also identifies that F-Prime Capital Partners Healthcare Fund V LP held 2,284,535 shares or 5.5% of common stock as of May 1, 2026. Signature blocks show authorization by Richard Bourgelas on behalf of FMR LLC and Abigail P. Johnson.
Avalyn Pharma Inc. reported that SR One Capital Fund II Aggregator, LP, an entity associated with director Jill Carroll, made several equity transactions in connection with the company’s initial public offering. On May 1, 2026, the entity completed an open-market purchase of 277,778 shares of Common Stock at $18.00 per share, bringing its indirect Common Stock holdings to 2,186,562 shares after that trade. On the same date, all of its Series C-1 and Series D Convertible Preferred Stock automatically converted into Common Stock at a one-for-19.2417 ratio immediately prior to the IPO closing, eliminating those preferred positions and resulting in additional Common Stock holdings. Carroll is affiliated with the SR One entities and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.
Avalyn Pharma Inc. director Heather D. Turner received a compensation grant of stock options covering 26,978 shares of common stock. The options have an exercise price of $18.00 per share and expire on April 28, 2036.
According to the vesting terms, 25% of the shares vest and become exercisable on September 12, 2025, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to her continued service. Following this grant, Turner holds stock options for 26,978 underlying shares directly.
Avalyn Pharma Inc. director Kate Haviland received a new stock option grant covering 26,978 shares of common stock. The option has an exercise price of $18.00 per share and expires on April 28, 2036.
This award is compensation-related, not an open-market trade. According to the vesting terms, 25% of the shares underlying the option vest on September 12, 2025, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to her continued service. Following this grant, she holds 26,978 stock options directly from this award.
Wellington Biomedical Innovation Master Investors (Cayman) II L.P., a 10% owner of Avalyn Pharma Inc., reported converting its preferred stock into common shares. On May 1, 2026, it acquired 1,275,486 shares of Common Stock through the automatic conversion of Series C-1 and Series D Convertible Preferred Stock immediately prior to Avalyn’s initial public offering. Following these transactions, the reporting holder’s remaining position consists of common stock, with the preferred stock fully converted.
Avalyn Pharma director Erin Lavelle received a grant of stock options covering 26,978 shares of common stock at an exercise price of $18.00 per share. Twenty-five percent vest on September 12, 2025, with the remaining 75% vesting in 36 equal monthly installments, subject to continued service.