Invivyd美股招股说明书(2025-11-17版)

Shares of Common Stock shares of our common stock, par value $0.0001 per share, at a public offering price of $per We are offeringshare. Our common stock is listed on The Nasdaq Global Market under the symbol “IVVD.” On November14, 2025, the last reportedsale price of our common stock on The Nasdaq Global Market was $2.35 per share. Per ShareTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds to Invivyd, Inc., before expenses$$ (1)See the section entitled “Underwriting” beginning on pageS-21of this prospectus supplement for additional informationregarding total underwriting compensation. We have granted the underwriters an option for a period of 30 days to purchase up to an additionalshares of ourcommon stock from us at the public offering price set forth above, less underwriting discounts and commissions. If theunderwriters exercise the option in full, the net proceeds to us, before deducting offering expenses, will be approximately$. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and a “smaller reportingcompany” as defined in Rule12b-2promulgated under the Securities Exchange Act of 1934, as amended, and, as such, we aresubject to reduced public company reporting requirements. Refer to the section entitled “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company” beginning on pageS-5of thisprospectus supplement for more information. Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors”beginning on pageS-8of this prospectus supplement, the accompanying base prospectus and thedocuments that are incorporated by reference in this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment on or about, 2025. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating tothese securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplementand the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities inany jurisdiction where the offer or sale is not permitted.Sole Book-Running Manager Cantor The date of this prospectus supplement is, 2025 Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSNOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSMARKET, INDUSTRY AND OTHER DATASUMMARYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONGENERAL DESCRIPTION OF OUR SECURITIESDESCRIPTION OF OUR COMMON STOCKDESCRIPTION OF OUR PREFERRED STOCKDESCRIPTION OF OUR WARRANTSDESCRIPTION OF OUR DEBT SECURITIESDESCRIPTION OF OUR UNITSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCELEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on FormS-3(FileNo.333-267643)that wefiled with the Securities and Exchange Commission (the “SEC”), on September 28, 2022, and which was declared effective by the SEC on October5,2022 (the “2022 Registration Statement”). Pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended, securities under a registrationstatement may continue to be offered and sold under such registration statement until the earlier of the effective date of a new registration statement or180 days after the third anniversary of the initial effective date of the prior registration statement, provided that the new registration statement is filedprior to the third anniversary of the effective date of the previously-filed shelf registration statement. We filed a new registration statement with the SECon October 2, 2025, thereby extending the effectiveness of the 2022 Registration Statement for the additional period described above. Under the shelfregistration process, we may from time to time offer and sell any combination of the securities described in the accompanying prospectus up to a totaldollar amount of $400million under the registration statement. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our common stock and adds toand updates the informat