When AVLN insiders can sell

Of these, the shares sold in this offering will be freely tradable immediately after this offering and substantially all of 67 Table of Contents the additional shares of common stock will be available for sale in the public market beginning 180 days after the date of this prospectus following the expiration of lock-up agreements between our directors, officers, substantially all of our stockholders and the underwriters. The foregoing agreements are subject to certain limited exceptions, and Morgan Stanley & Co. LLC, Jefferies LLC and Evercore Group L.L.C. may release these stockholders from their lock-up agreements with the underwriters at any time and without notice, which would allow for earlier sales of shares in the public market. See Underwriting . In addition, we intend to file one or…

Common stock to be outstanding immediately after this offering 41,812,047 shares (or 44,312,047 shares if the underwriters exercise their option to purchase additional shares of common stock in full) We will have two series of common stock authorized immediately following this offering: voting common stock and non-voting common stock. We are offering shares of voting common stock in this offering and unless otherwise noted or context otherwise requires, all references in this prospectus to our common stock refer to our voting common stock.

After the offering, certain of our employees, including our executive officers and/or directors, may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements relating to the offering described above. Registration Rights Upon completion of this offering, certain holders of our securities will be entitled to various rights with respect to registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration.

…footnotes thereto that the filing relates to the circumstances described in this clause (1); (2) transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock as a bona fide gift or to a charitable organization or educational institution in a transfer not involving a disposition for value; (3) transfers or distributions of shares of common stock or any security convertible into or exercisable or exchangeable for common stock to any member of the immediate family of the lock-up party or any trust for the direct or indirect benefit of the lock-up party or the immediate family of…

…aid Services information related to payments and other transfers of value to teaching hospitals, physicians, and other healthcare practitioners, as well as ownership and investment interests held by physicians and their immediate family members; and analogous state laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non- governmental third-party payors, including private insurers, and state laws which regulate interactions between pharmaceutical companies and healthcare providers, require pharmaceut…

…preferred stock into an aggregate of 23,918,194 shares of common stock immediately prior to the completion of this offering, or the Preferred Stock Conversion, and excludes: 273,814 shares of common stock issuable upon exercise of outstanding stock options as of December 31, 2025 under our 2012 Equity Incentive Plan, as amended, or the 2012 Plan, with a weighted-average exercise price of $5.32 per share; 3,815,086 shares of common stock issuable upon exercise of outstanding stock options as of December 31, 2025 under our 2022 Equity Incentive Plan, as amended, or the 2022 Plan, with a weighted-average exercise price of $4.89 per sh…