SCHEDULE: Mithril Capital's Stake in INVIVYD Dips to 4.8% Due to Dilution
Beneficial Ownership Update
Mithril Capital Management's beneficial ownership in INVIVYD, INC. decreased to 4.8% due to dilution from the issuer's recent share sales.
Summary
- Mithril II LP, Mithril II GP LP, Mithril II UGP LLC, Ajay Royan, and Peter Thiel collectively beneficially own 11,241,580 shares of INVIVYD, INC. Common Stock.
- This represents 4.8% of the outstanding Common Stock, based on 233,122,834 shares as of October 30, 2025.
- The percentage ownership has decreased by over 1% since Amendment No. 4.
- The decrease is attributed to dilution caused by INVIVYD, INC.'s sales of additional shares, not by any disposition of shares by the reporting persons.
- Ajay Royan, a member of INVIVYD's board, and Peter Thiel are key decision-makers for Mithril's investment committee, which makes all investment decisions for the shares held by Mithril II.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative for the reporting entity as their percentage ownership has decreased due to dilution, indicating a reduced relative stake and influence in the company. However, it's a factual update rather than a strategic negative action by the reporting entity.
Negatives
- The reporting persons' aggregate percentage ownership in INVIVYD, INC. decreased by over 1% due to dilution.
- The dilution was caused by INVIVYD, INC.'s sales of additional shares, indicating a potential increase in the total share count without a corresponding increase in the reporting persons' holdings, thereby reducing their relative influence.
Future Outlook
NA
Management Comments
- The percentage in Row 13 is based on 233,122,834 shares of Common Stock outstanding as of October 30, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended September 30, 2025, filed with the United States Securities and Exchange Commission on November 6, 2025.
- This Amendment No. 5 is being filed to update the aggregate percentage of the Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's sales of additional shares of its Common Stock from time to time since the date of the filing of Amendment No. 4 and not in connection with a disposition of any shares by the Reporting Persons.
- Such dilution resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in Amendment No. 4.
Industry Context
This filing reflects a common occurrence in growth-oriented sectors, such as biotechnology, where companies frequently raise capital through equity offerings. Such capital raises lead to dilution for existing shareholders, and this Schedule 13D amendment updates Mithril Capital's stake in INVIVYD, a company likely in a phase requiring additional funding for development or operations.
Stakeholder Impact
- Shareholders (Reporting Persons): Their relative ownership and potential influence in INVIVYD, INC. have decreased due to dilution.
- Other Shareholders: The company's implied capital raise could provide funds for operations or growth, but also means their shares are diluted.
- Company (INVIVYD, INC.): The implied capital raise provides additional funding, but at the cost of diluting existing shareholders.
Key Dates
| Date | Description |
|---|---|
| 2021-08-20 | Original Schedule 13D filed by Reporting Persons. |
| 2022-03-30 | Amendment No. 1 to Schedule 13D filed. |
| 2022-04-26 | Amendment No. 2 to Schedule 13D filed. |
| 2022-06-24 | Amendment No. 3 to Schedule 13D filed. |
| 2022-07-05 | Amendment No. 4 to Schedule 13D filed. |
| 2025-08-22 | Date of event which requires filing of this statement (dilution causing ownership percentage to drop below threshold). |
| 2025-09-30 | End of quarter for which INVIVYD's Form 10-Q was filed. |
| 2025-10-30 | Date as of which 233,122,834 shares of Common Stock were outstanding, as reported in INVIVYD's Form 10-Q. |
| 2025-11-06 | Date INVIVYD's quarterly report on Form 10-Q was filed with the SEC. |
| 2025-11-12 | Date of signing for Amendment No. 5. |
Recommendation
holdThis filing is a routine update of beneficial ownership due to dilution from the issuer's past share sales, not a new investment or divestment decision by the reporting entity. It provides no new information about the issuer's operational performance or future prospects that would warrant a change in investment recommendation. Investors should 'hold' and await further operational or financial updates from INVIVYD, INC. itself.
Keywords
INVIVYD, Mithril Capital, Ajay Royan, Peter Thiel, Schedule 13D, Beneficial Ownership, Share Dilution, Common Stock, SEC Filing, Investment Committee
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