| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/29/2026 | 3. Issuer Name and Ticker or Trading Symbol
Avalyn Pharma Inc. [ AVLN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C-1 Convertible Preferred Stock | (1) | (1) | Common Stock | 1,419,298 | (1) | I | See Note 2(2) |
| Series D Convertible Preferred Stock | (3) | (3) | Common Stock | 489,486 | (3) | I | See Note 2(2) |
| Series C-1 Convertible Preferred Stock | (1) | (1) | Common Stock | 354,824 | (1) | I | See Note 4(4) |
| Series D Convertible Preferred Stock | (3) | (3) | Common Stock | 489,486 | (3) | I | See Note 4(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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 | 04/29/2026 | |
| /s/ Sasha Keough, attorney-in-fact for Simeon George | 04/29/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||