Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of the common stock of Invivyd, Inc. (the "Issuer") outstanding as of September 22, 2025, as set forth in the Issuer's Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission on October 2, 2025 (the "Form S-3").


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SSCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in row 11 is calculated based upon 214,409,450 shares of common stock of the Issuer outstanding as of September 22, 2025, as set forth in the Form S-3.


SCHEDULE 13G



 
Soleus Private Equity Fund III, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus Private Equity GP III, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus PE GP III, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus Capital Master Fund, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus Capital, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus Capital Group, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus Capital Management, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Soleus GP, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:10/14/2025
 
Guy Levy
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy
Date:10/14/2025

Exhibit 99.A

 

EXHIBIT A

JOINT FILING AGREEMENT

 

Soleus Private Equity GP III, LLC, a Delaware limited liability company, Soleus Private Equity Fund III, L.P., a Delaware limited partnership, Soleus PE GP III, LLC, a Delaware limited liability company, Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, Soleus Capital Management, L.P., a Delaware limited partnership, Soleus GP, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.

 

Date: October 14, 2025 Soleus Private Equity Fund III, L.P.
   
  By: Soleus Private Equity GP III, LLC, its General Partner
   
  By: Soleus PE GP III, LLC, its Manager
   
  By: /s/ Guy Levy
  Name:  Guy Levy
  Title: Managing Member
   
Date: October 14, 2025 Soleus Private Equity GP III, LLC
   
  By: Soleus PE GP III, LLC, its Manager
   
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
   
Date: October 14, 2025 Soleus PE GP III, LLC
   
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
   
Date: October 14, 2025 Soleus Capital Master Fund, L.P.
   
  By: Soleus Capital, LLC, its General Partner
   
  By: Soleus Capital Group, LLC, its Managing Manager
   
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member

 

 

 

 

Date: October 14, 2025 Soleus Capital, LLC
   
  By: Soleus Capital Group, LLC, its Managing Manager
   
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member

  

Date: October 14, 2025 Soleus Capital Group, LLC
   
  By: /s/ Guy Levy
  Name:  Guy Levy
  Title: Managing Member
   
Date: October 14, 2025 Soleus Capital Management, L.P.
   
  By: Soleus GP, LLC, its General Partner
   
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
   
Date: October 14, 2025 Soleus GP, LLC
   
  By: /s/ Guy Levy
  Name:  Guy Levy
  Title: Managing Member
   
Date: October 14, 2025 /s/ Guy Levy
  Name: Guy Levy