Invivyd, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Invivyd just signed a big deal, filing an 8-K. Big news incoming.

AI Summary

On August 20, 2025, Invivyd, Inc. entered into a material definitive agreement. The company, formerly known as Adagio Therapeutics, Inc., is based in Waltham, MA, and operates in the biological products sector. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates a significant new agreement for Invivyd, Inc., which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant new risks and opportunities, requiring careful evaluation.

Key Numbers

• 20250820 — Report Date (The filing reports events as of this date.)
• 001-40703 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Invivyd, Inc. (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• Adagio Therapeutics, Inc. (company) — Former Name
• Waltham, MA (location) — Principal Executive Offices
• 001-40703 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share IVVD The Nasdaq Stock Mar
• $0.52 — blic for the Shares in the Offering was $0.52 per Share, and the price to the public
• $0.5199 — public for the Pre-Funded Warrants was $0.5199 per Pre-Funded Warrant, which represent
• $53.5 m — e additional shares, were approximately $53.5 million, after deducting underwriting dis

Filing Documents

• ivvd-20250820.htm (8-K) — 73KB
• ivvd-ex1_1.htm (EX-1.1) — 555KB
• ivvd-ex4_1.htm (EX-4.1) — 178KB
• ivvd-ex5_1.htm (EX-5.1) — 23KB
• ivvd-ex99_1.htm (EX-99.1) — 15KB
• ivvd-ex99_2.htm (EX-99.2) — 17KB
• ivvd-ex99_3.htm (EX-99.3) — 16KB
• img59752938_0.jpg (GRAPHIC) — 84KB
• img60430933_0.jpg (GRAPHIC) — 27KB
• img60676459_0.jpg (GRAPHIC) — 84KB
• img61599980_0.jpg (GRAPHIC) — 84KB
• 0000950170-25-110952.txt ( ) — 1498KB
• ivvd-20250820.xsd (EX-101.SCH) — 31KB
• ivvd-20250820_htm.xml (XML) — 5KB

01

Item 1.01. Entry Into a Material Definitive Agreement. On August 20, 2025, Invivyd, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Cantor Fitzgerald & Co., as representative of the underwriters named therein (the "Underwriters"), in connection with its previously announced underwritten public offering (the "Offering") of 74,811,404 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and, to certain investors, in lieu of Common Stock, pre-funded warrants (the "Pre-Funded Warrants") to purchase 21,342,442 shares of Common Stock. The price to the public for the Shares in the Offering was $0.52 per Share, and the price to the public for the Pre-Funded Warrants was $0.5199 per Pre-Funded Warrant, which represents the price to the public for the Shares less the $0.0001 per share exercise price for each such Pre-Funded Warrant. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 14,423,076 shares of Common Stock at the same price, which was exercised by the Underwriters in full on August 21, 2025. The net proceeds to the Company from the Offering, including the full exercise by the Underwriters of their option to purchase additional shares, were approximately $53.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering closed on August 22, 2025. The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents, for trial protocol development, planning, and advancement of the VYD2311 clinical program, research and development related to its pipeline programs such as respiratory syncytial virus and measles, advancement of the Spike Protein Elimination and Recovery (SPEAR) Study Group efforts related to assessing the effects of monoc

01

Item 8.01. Other Events. The Company issued press releases announcing the launch, pricing and closing of the Offering on August 20, 2025, August 20, 2025 and August 22, 2025, respectively. Copies of these press releases are filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, and are each incorporated by reference into this Item 8.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated August 20, 2025, by and between Invivyd, Inc. and Cantor Fitzgerald & Co. 4.1 Form of Pre-Funded Warrant to Purchase Common Stock 5.1 Opinion of Hogan Lovells US LLP 23.1 Consent of Hogan Lovells US LLP (contained in Exhibit 5.1) 99.1 Press Release announcing the launch of the Offering, dated August 20, 2025 99.2 Press Release announcing the pricing of the Offering, dated August 20, 2025 99.3 Press Release announcing the closing of the Offering, dated August 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INVIVYD, INC. Date: August 22, 2025 By: /s/ Jill Andersen Jill Andersen Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR