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.
Positive
None.
Negative
None.
Insights
Perceptive group holds a disclosed ~6% position in Avalyn Pharma.
The filing lists beneficial ownership figures and the ownership percentage basis: 44,312,047 shares outstanding per a prospectus filed April 30, 2026. The report attributes shared voting and dispositive power totaling 2,675,296 shares to Perceptive Advisors and Joseph Edelman.
These positions are presented as shared (not sole) powers; subsequent filings may show changes in voting or disposition rights.
Filing clarifies managerial and entity relationships among reporting parties.
The text explains that Perceptive Advisors is an investment manager and Joseph Edelman is the managing member, and that entity structures (Master Fund, PXV II, GP) create shared beneficial ownership claims for 425,000 and 2,250,296 shares respectively.
This is disclosure of holdings and control relationships; the filing does not state any transactions or intent to buy or sell.
Key Figures
Shares outstanding:44,312,047 sharesPerceptive Advisors / Joseph Edelman holdings:2,675,296 sharesPerceptive Life Sciences Master Fund holdings:425,000 shares+2 more
5 metrics
Shares outstanding44,312,047 sharesas reported in prospectus filed 04/30/2026
Perceptive Advisors / Joseph Edelman holdings2,675,296 sharesreported shared voting/dispositive power, 6.0% of class
Perceptive Life Sciences Master Fund holdings425,000 sharesdirectly held, 1.0% of class
Perceptive Xontogeny Venture Fund II holdings2,250,296 sharesdirectly held, 5.1% of class
"The information required by this item with respect to each Reporting Person is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 2,675,296.00"
prospectus filed pursuant to Rule 424(b)(4)regulatory
"as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4)"
CUSIPmarket
"CUSIP Number(s): 05348Y105"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Avalyn Pharma Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
05348Y105
(CUSIP Number)
04/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,675,296.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,675,296.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,675,296.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Joseph Edelman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,675,296.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,675,296.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,675,296.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
425,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
425,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
425,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
05348Y105
1
Names of Reporting Persons
Perceptive Xontogeny Venture Fund II, L.P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,250,296.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,250,296.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,296.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Avalyn Pharma Inc.
(b)
Address of issuer's principal executive offices:
105 W FIRST ST., BOSTON, Massachusetts 02127
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to the Common Stock, $0.001 par value per share (the "Common Stock") of Avalyn Pharma Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(iv) Perceptive Xontogeny Venture Fund II, LP ("PXV II")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
PVX II is a Delaware limited partnership.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP Number(s):
05348Y105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 44,312,047 shares of Common Stock outstanding, as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on April 30, 2026, giving effect to the underwriters' exercise of their over-allotment option.
The Master Fund directly holds 425,000 shares of Common Stock and PXV II directly holds 2,250,296 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own shares held by the Master Fund. Perceptive Venture Advisors, LLC is the investment manager of PXV II and is controlled by Perceptive Advisors, who may be deemed to beneficially own the shares held by PXV II. Perceptive Xontogeny Ventures II GP, LLC is the general partner of PXV II. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the shares held by the Master Fund and PXV II.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Perceptive Advisors LLC
Signature:
/s/ Joseph Edelman
Name/Title:
Joseph Edelman, Managing Member
Date:
05/07/2026
Joseph Edelman
Signature:
/s/ Joseph Edelman
Name/Title:
Joseph Edelman
Date:
05/07/2026
Perceptive Life Sciences Master Fund, Ltd.
Signature:
/s/ Joseph Edelman
Name/Title:
Joseph Edelman, Managing Member
Date:
05/07/2026
Perceptive Xontogeny Venture Fund II, L.P
Signature:
/s/ Joseph Edelman
Name/Title:
By: Perceptive Xontogeny Ventures II GP, LLC; By:Joseph Edelman, Managing Member
What stake does Perceptive Advisors report in Avalyn Pharma (AVLN)?
Perceptive Advisors and Joseph Edelman report beneficial ownership of 2,675,296 shares (6.0%). The filing bases percentages on 44,312,047 shares outstanding as reported in a prospectus filed 04/30/2026.
How many shares does Perceptive Life Sciences Master Fund hold in AVLN?
The Master Fund directly holds 425,000 shares (1.0%) of Common Stock. That figure is presented alongside the shared ownership totals and derived from the prospectus' outstanding-share count.
What is Perceptive Xontogeny Venture Fund II's position in Avalyn Pharma (AVLN)?
PXV II directly holds 2,250,296 shares (5.1%) of Common Stock, with shared voting and dispositive power noted in the filing. The ownership percentage uses the prospectus' 44,312,047 outstanding shares.
Does the filing show sole voting or dispositive power for these holdings?
No. The filing reports 0 sole voting power and 0 sole dispositive power for the reporting parties; the disclosed holdings are shown as shared voting and dispositive power on the cover pages.
On what date are the ownership percentages based for AVLN?
Percentages are based on the issuer's prospectus share count of 44,312,047 shares outstanding, as reported in a prospectus filed pursuant to Rule 424(b)(4) on 04/30/2026 following overallotment.
