0001193125-26-192926.txt : 20260429 0001193125-26-192926.hdr.sgml : 20260429 20260429190807 ACCESSION NUMBER: 0001193125-26-192926 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20260429 FILED AS OF DATE: 20260429 DATE AS OF CHANGE: 20260429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: George Simeon CENTRAL INDEX KEY: 0001595117 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43251 FILM NUMBER: 26919049 MAIL ADDRESS: STREET 1: C/O SR ONE CAPITAL MANAGEMENT, LP STREET 2: 929 MAIN STREET, SUITE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SR ONE CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001853723 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43251 FILM NUMBER: 26919050 BUSINESS ADDRESS: STREET 1: 929 MAIN STREET STREET 2: SUITE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: (410) 800-7503 MAIL ADDRESS: STREET 1: 929 MAIN STREET STREET 2: SUITE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94063 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Avalyn Pharma Inc. CENTRAL INDEX KEY: 0001540171 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 452463191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 105 W FIRST ST. CITY: BOSTON STATE: MA ZIP: 02127 BUSINESS PHONE: (206) 707-0340 MAIL ADDRESS: STREET 1: 105 W FIRST ST. CITY: BOSTON STATE: MA ZIP: 02127 FORMER COMPANY: FORMER CONFORMED NAME: Genoa Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20120120 3 1 ownership.xml 3 X0607 3 2026-04-29 0 0001540171 Avalyn Pharma Inc. AVLN 0001853723 SR ONE CAPITAL MANAGEMENT, LLC false 929 MAIN STREET SUITE 200 REDWOOD CITY CA 94063 false false true false 0001595117 George Simeon false 929 MAIN STREET SUITE 200 REDWOOD CITY CA 94063 false false true false Series C-1 Convertible Preferred Stock Common Stock 1419298 I See Note 2 Series D Convertible Preferred Stock Common Stock 489486 I See Note 2 Series C-1 Convertible Preferred Stock Common Stock 354824 I See Note 4 Series D Convertible Preferred Stock Common Stock 489486 I See Note 4 Each share of Series C-1 Convertible Preferred Stock (the "Series C-1 Preferred Stock") is convertible into Common Stock on a one-for-19.2417 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Series C-1 Preferred Stock has no expiration date. The reported securities are held directly by SR One Capital Fund II Aggregator, LP ("SR One Fund II Aggregator"). SR One Capital Partners II, LP ("SR One Partners II") is the general partner of SR One Fund II Aggregator, and SR One Capital Management, LLC ("SR One Capital Management") is the general partner of SR One Partners II. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Partners II, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each share of Series D Convertible Preferred Stock (the "Series D Preferred Stock") is convertible into Common Stock on a one-for-19.2417 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock has no expiration date. The reported securities are held directly by AMZL, LP ("AMZL"). SR One Capital SMA Partners, LP ("SR One SMA Partners") is the general partner of AMZL, and SR One Capital Management is the general partner of SR One SMA Partners. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One SMA Partners, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. /s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC 2026-04-29 /s/ Sasha Keough, attorney-in-fact for Simeon George 2026-04-29 EX-24.POA 2 avln-ex24_poa.htm EX-24.POA EX-24.POA

 

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Sasha Keough, Karen Narolewski-Engel, James Macadam, and Alexander M. Bowling, and each of them singly, as each of the undersigned’s true and lawful attorneys-in-fact with full power and authority as hereinafter described to:

1.
execute for and on behalf of each of the undersigned individual and entities (each, a “Filer” and collectively, the “Filers”) (i) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, (ii) Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;
2.
do and perform any and all acts for and on behalf of each of the Filers which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto), Form 144, or Schedule 13D or 13G (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including, but not limited to, executing a Form ID or Update Passphrase request for and on behalf of each of the undersigned and filing such applications with the SEC; and
3.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, a Filer, it being understood that the documents executed by such attorney-in-fact on behalf of such Filer pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the Filers hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes a Filer might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. Each of the Filers acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of such Filer, is not assuming any of such Filer’s responsibilities to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.

This Limited Power of Attorney shall remain in full force and effect until a Filer is no longer required to file Forms 3, 4, and 5 (including amendments thereto), Form 144, and Schedules 13D and 13G (including amendments thereto) with respect to such Filer’s holdings of and transactions in securities, unless earlier revoked by such Filer in a signed writing delivered to each of the foregoing attorneys-in-fact. In addition, at such time as any attorney-in-fact resigns as attorney-in-fact by the execution of a written resignation delivered to each Filer, without any action on the part of the Filers, this Limited Power of Attorney shall be partially revoked solely with respect to such individual; such individual shall cease to be an attorney-in-fact under this Limited Power of Attorney; and the authority of the other attorneys-in-fact then existing hereunder shall remain in full force and effect.

[Signature page follows]

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this Limited Power of Attorney to be executed as of this 12th day of December, 2022.

 

/s/ Simeon George______________________

Simeon George (Individually)

SR One Capital Management, LLC,

a Delaware limited liability company

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Capital Fund I Aggregator, LP,

a Delaware limited partnership

By: SR One Capital Partners I, LP,

a Delaware limited partnership

Its: General Partner

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: General Partner

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Capital Partners I, LP,

a Delaware limited partnership

By: SR One Capital Management, LLC

a Delaware limited liability company

Its: General Partner

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Capital Fund II Aggregator, LP,

a Delaware limited partnership

By: SR One Capital Partners II, LP,

a Delaware limited partnership

Its: General Partner

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: General Partner

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Capital Partners II, LP,

a Delaware limited partnership

By: SR One Capital Management, LLC

a Delaware limited liability company

Its: General Partner

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Capital Opportunities Fund I, LP,

a Delaware limited partnership

By: SR One Capital Opportunities Partners I, LP, a Delaware limited partnership

Its: General Partner

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: General Partner

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Capital Opportunities Partners I, LP,

a Delaware limited partnership

By: SR One Capital Management, LLC

a Delaware limited liability company

Its: General Partner

By: /s/ Simeon George________________

Simeon George, Managing Member

 

SR One Co-Invest I Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest I, LLC,

a Delaware limited liability company

By: SR One Co-Invest I Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest II Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest II, LLC,

a Delaware limited liability company

By: SR One Co-Invest II Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest III Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest III, LLC,

a Delaware limited liability company

By: SR One Co-Invest III Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest IV Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest IV, LLC,

a Delaware limited liability company

By: SR One Co-Invest IV Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest IV-A, LLC,

a Delaware limited liability company

By: SR One Co-Invest IV Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest V Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest V, LLC,

a Delaware limited liability company

By: SR One Co-Invest V Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest VI Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest VI, LLC,

a Delaware limited liability company

By: SR One Co-Invest VI Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest VII Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest VII, LLC,

a Delaware limited liability company

By: SR One Co-Invest VII Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest VIII Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest VIII, LLC,

a Delaware limited liability company

By: SR One Co-Invest VIII Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest IX Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest IX, LLC,

a Delaware limited liability company

By: SR One Co-Invest IX Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest X Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest X, LLC,

a Delaware limited liability company

By: SR One Co-Invest X Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XI Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XI, LLC,

a Delaware limited liability company

By: SR One Co-Invest XI Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest XII Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XII, LLC,

a Delaware limited liability company

 

By: SR One Co-Invest XII Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XIII Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest XIII, LLC,

a Delaware limited liability company

By: SR One Co-Invest XIII Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XIV Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XIV, LLC,

a Delaware limited liability company

By: SR One Co-Invest XIV Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

 

 

SR One Co-Invest XV Manager, LLC,

a Delaware limited liability company

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member

SR One Co-Invest XV, LLC,

a Delaware limited liability company

By: SR One Co-Invest XV Manager, LLC,

a Delaware limited liability company

Its: Managing Member

By: SR One Capital Management, LLC,

a Delaware limited liability company

Its: Managing Member

By: /s/ Simeon George________________

Simeon George, Managing Member