Invivyd, Inc. 10-Q

Item 5. Other Information. Trading Plans During the three months ended June 30, 2024 , none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as follows: • On June 28, 2024 , Stacy Price , our Chief Technology & Manufacturing Officer , adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the potential sale on behalf of Ms. Price of up to 257,291 shares of our common stock. This plan will terminate on September 1, 2025, or earlier upon the completed sale of the maximum shares subject to the plan. 40 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 May 25, 2023). 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*+# Employment Agreement by and between the Company and Timothy Lee, dated May 30, 2024. 10.2+ F irst Amendment to the Employment Agreement of Jeremy Gowler, dated April 11, 2024, by and between the Company and Jeremy Gowler (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40703), filed with the Securities and Exchange Commission on April 12, 2024). 10.3*+ Separation Agreement by and between the Company and David Hering, dated May 3, 2024. 10.4*+# Separation Agreement by and between the Company and Jeremy Gowler, dated May 31, 2024. 31.1* Certification of Principal Executive Officer and Principal Financial Officer 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 With Embedded Linkbase Documents. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. + Indicates management contract or compensatory plan. # Certain schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the Securities and Exchange Commission upon request. ^ 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. 41 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 14, 2024 By: /s/ William Duke, Jr. William Duke, Jr. Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 42