Avalyn Pharma Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Recent Sales of Unregistered Equity Securities

None.

(b) Use of Proceeds from our Initial Public Offering

On April 29, 2026, the SEC declared effective our registration statement on Form S-1 (File No. 333-294932), as amended, or the Registration Statement, filed in connection with our IPO. Pursuant to the Registration Statement, we registered the offer and sale of 16,666,667 shares of our common stock with a maximum aggregate offering price of approximately $300.0 million. Morgan Stanley, Jefferies, Evercore ISI, and Guggenheim Securities acted as representatives of the underwriters for the IPO.

We received net proceeds of approximately $316.6 million from the sale of 19,166,667 shares of common stock at a price of $18.00 per share, which included 2,500,000 shares of common stock sold pursuant to the underwriters' exercise of their option to purchase additional shares. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to our affiliates.

There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act on April 30, 2026.

(c) Issuer Repurchases of Securities

None.