Invivyd, Inc. 10-Q

Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities; Use of Proceeds We did not issue any unregistered equity securities during the three months ended June 30, 2023. Purchases of Equity Securities by the Issuer Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs April 1, 2023 to April 30, 2023 — — — — May 1, 2023 to May 31, 2023 46,600 (1) $ 0.002 — — June 1, 2023 to June 30, 2023 — — — — Total 46,600 $ 0.002 — — (1) We repurchased shares of our common stock that were previously issued upon the early exercise of employee stock options in connection with the exercise of our repurchase right upon cessation of service of certain of our employees and directors. Item 5. O ther Information. On August 8, 2023, the Board of Directors (the “Board”) of Invivyd, Inc. (the “Company”) designated David Hering, M.B.A., the Company’s Chief Executive Officer, as the Company’s principal financial officer, effective immediately. Mr. Hering will continue to serve as the Company’s Chief Executive Officer. Mr. Hering, age 49, has served as the Company’s Chief Executive Officer and a member of the Board since July 2022. He previously served as the Company’s Interim Chief Executive Officer from February 2022 until July 2022 and as the Company’s Chief Operating Officer from June 2021 until July 2022. Prior to joining the Company, Mr. Hering served as the Head of the mRNA Global Franchise Business of Pfizer, Inc. from April 2021 to June 2021, the President of North America Vaccines of Pfizer, Inc. from December 2018 to April 2021 and the Vaccines Commercial Officer of Pfizer, Inc. from June 2015 to December 2018. Before joining Pfizer in 2015, Mr. Hering spent seven years at Novartis Vaccines, where he held the position of Head of the North America Region. Mr. Hering received an M.B.A. from Harvard Business School and a B.S. in Operations Research and Industrial Engineering from Cornell University. Mr. Hering and the Company did not enter into a new compensation plan or arrangement, or modify Mr. Hering’s current compensation arrangement, in connection with Mr. Hering being designated the Company’s principal financial officer. Mr. Hering will continue to be compensated pursuant to that certain Employment Agreement, dated July 5, 2022 and amended on June 15, 2023, between Mr. Hering and the Company. There are also no family relationships between Mr. Hering and any director or executive officer of the Company and Mr. Hering has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 39 Item 6 . Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-40703), filed with the Securities and Exchange Commission on August 10, 2021). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-40703), filed with the Securities and Exchange Commission on September 13, 2022). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-40703), filed with the Securities and Exchange Commission on May 25, 2023). 3.4 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-40703), filed with the Securities and Exchange Commission on September 13, 2022). 3.5 Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-40703), filed with the Securities and Exchange Commission on September 13, 2022). 3.6 Delaware Certificate of Change of Registered Agent (incorporated by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-3 (File No. 333-267643), filed with the Securities and Exchange Commission on September 28, 2022). 10.1*+ First Amendment to the Employment Agreement of David Hering by and between the Company and David Hering, dated June 15, 2023. 31.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1^ Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Indicates management contract or compensatory plan. ^ Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. 40 SIG NATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INVIVYD, INC. Date: August 10, 2023 By: /s/ David Hering, M.B.A. David Hering, M.B.A. Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) 41