Exhibit 10.12

September 26, 2022

Lyn Baranowski

Dear Lyn:

I am very pleased to extend this offer of employment to you with Avalyn Pharma Inc. (the “Company”). We are excited to have you join our team and confident that you will make a significant contribution. The terms of our offer and the benefits currently provided by the Company in this Offer Letter Agreement are:

Job Title: Your job title will be Chief Executive Officer, which is an exempt position.

Reporting Relationship: The position will report to the Board of Directors of the Company (the “Board”).

Start Date: Your anticipated start date will be October 1, 2022 or on the date following any required notice period at your current employer. Notwithstanding anything to the contrary in this offer letter, if at any time prior to the Start Date, the Company terminates this offer letter, then subject to your executing without revoking the Release (as defined below) within sixty (60) days following written notification from the Company of the termination of this offer letter, you will be entitled to receive a lump sum payment of $143,000 (as applicable, the “Termination Fee”), payable no later than fifteen (15) days following the effectiveness of the Release.

Salary: You will be paid an annual salary of $430,000 payable semi-monthly. Your salary shall be reviewed annually for potential upward (but not downward) adjustment.

Work Location: You will initially work remotely from your current home office located in Cohasset, Massachusetts.

Benefits: During your employment, you will be eligible to participate in the standard benefit plans established by the Company for its employees from time to time. Subject to change, the Company currently provides major group medical, dental and vision care insurance. A full description of these benefits is available upon request.

Paid Time Off: In addition to the Company’s annual holiday schedule, you will be entitled to vacation which will accrue at 6.667 hours per pay period and is the equivalent of four (4) weeks on an annual basis. You will also be entitled to accrue paid sick leave per Company policy. Paid time off (vacation and sick leave) is subject to the Company’s paid time off policies, including a vacation accrual cap of one-and-one-half times (1.5x) your annual vacation time accrual rate. Paid time off is subject to change in accordance with changes in Company policy.

Annual Bonus: You will be eligible for an annual bonus, as determined by the Board in its reasonable discretion, based on the achievement of annual individual and Company performance goals, in an amount targeted at no less than 40% of your base salary. Except as otherwise provided in the Termination Benefits section below, you must be employed on the bonus payment date in order to be eligible to earn and receive the bonus payment. For calendar year 2022, you will be eligible for a pro rata bonus based on the number of full months during which you are employed during 2022.

Performance Bonus: In the event that the Company raises a private equity round of financing of at least $70M (a “Qualified Financing”) within seven (7) months of your Start Date, provided that you remain employed by the Company through the consummation of such Qualified Financing you shall receive a one-time cash bonus of $300,000, payable within 60 days of the consummation of such Qualified Financing.

Stock Options: Within 30 days of your hire date, you shall be granted the option to purchase an amount of shares of the Company’s Common Stock (the “Option”) under the Company’s 2022 Equity Incentive Plan (the “Plan”), representing 4.25% of the Company’s Fully-Diluted (as defined below) capitalization as of the date of such grant, at a price equal to the fair market value of the Company’s Common Stock as determined by the Board on the date of such grant. Twenty-five percent (25%) of the shares subject to the Option will vest upon your first anniversary of employment with the Company, and an additional 1/48th of the remaining unvested shares subject to the Option will vest each month thereafter, so long as you remain employed by the Company through each vesting date (except as otherwise provided in the Termination Benefits Section below). In addition, in the event of an Acquisition (as defined in the Plan), and if you are terminated by the Company without Cause or you resign for Good Reason within the Acquisition Protected Period (each as defined below), the Company or its successor agrees to accelerate the vesting as to one-hundred percent (100%) of all outstanding unvested shares subject to the Option (such acceleration, the “Double Trigger Vesting Acceleration”). Your Option shall also be subject to the additional protections set forth in the Termination Benefits Section below, subject to the terms of the Plan and your individual option agreement (which shall include the terms set forth in this Offer Letter Agreement).

As used herein “Fully-Diluted” means the sum of (a) the total number of shares of outstanding capital stock of the Company and outstanding options to purchase shares of the Company’s common stock and warrants and other convertible securities and instruments (assuming the conversion or exercise of any convertible or exercisable options, warrants, securities or other instruments then outstanding, whether or not currently convertible or exercisable) and (b) the number of shares that are reserved under the Plan or any compensatory stock plan adopted by the Company and that are not yet issued or subject to an outstanding equity award thereunder.

In addition to the foregoing provisions, within 30 days of the Company’s next Qualified Financing, provided you remain employed by the Company through such Qualified Financing,, the Board shall approve and you shall be granted an additional option (the “Anti-Dilution Option”) to purchase a number of shares of the Company’s Common Stock that, when aggregated with the Option, equals 4.25% of the Company’s then Fully-Diluted Capital Stock as of immediately following the close of such Qualified Financing. The Anti-Dilution Option will provide for the Double Trigger Vesting Acceleration

only if it has been granted prior to the consummation of an Acquisition. The exercise price per share of

the Anti-Dilution Option will be determined by the Board when the Anti-Dilution Option is granted. The other terms and conditions applicable to the Anti-Dilution Option will be the same as described above for the Option, including vesting from the start of your employment, the Double Trigger Vesting Acceleration and/or extended exercise periods incident to an Acquisition or certain other events or terminations.

Termination Benefits:

“COBRA Benefit”); and

Your entitlement to the Separation Benefits and the CIC Benefits is subject to your compliance with Section (c) below.

Release Deadline will in no event be the date that is later than fifty-two (52) days after your Separation. If you fail to return the Release on or before the Release Deadline, or if you revoke the Release, then you will not be entitled to the benefits under Section (a) or (b) (i.e., the Separation Benefits or the CIC Benefits).

and (Z) you must deliver a written resignation and in fact terminate your employment with the Company within thirty (30) days following the expiration of the Cure Period.

Travel and Business Expenses: Normal and reasonable expenses will be reimbursed in accordance with Company policy. Without limiting the foregoing, the Company shall also reimburse you for reasonable attorney’s fees incurred incident to the review, revision and negotiation of this Offer Letter Agreement and any related agreements up to a maximum reimbursement of $10,000.

Invention Assignment and Non-Competition Agreement: As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. As such, you will need to sign the Company’s Employee Invention Assignment, Confidentiality and Non-Competition Agreement (the “Invention Assignment and Non-Competition Agreement”), which includes a post-employment non-competition covenant, as a condition of your employment. In the event that the Company terminates your employment for Cause, the Company will pay you garden leave equal to fifty percent (50%) of your highest annualized base salary within the previous two years preceding your termination of employment for the duration of the Non-Compete Period (as defined in the Invention Assignment and Non-Competition Agreement). In the event that you resign for Good Reason, the Company will provide you with the Separation Benefits described above, which will serve as the mutually-agreed upon consideration supporting the non-competition covenant. In the event that the Company terminates your employment without Cause, the non-competition covenant in the Invention Assignment and Non-Competition Agreement will not apply to you; however, as a condition of your receipt of the Separation Benefits, you will be required to sign a non-competition covenant or agreement included in or attached to the Release. If, for any reason, any term of this section is held to be invalid or unenforceable, all other valid terms and conditions herein shall be severable in nature, and remain fully enforceable.

Obligations: We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. You represent that your signing of this offer letter,

agreement(s) concerning stock options granted to you, if any, under the Plan and the Company’s Invention Assignment and Non-Competition Agreement and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers. The Company acknowledges that you have provided to the Company a copy of your Employment Agreement, dated October 26, 2018 between you and your current employer (i.e., Altavant Sciences, Inc.). During the term of your employment with the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. While employed by the Company, you will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company.

At-Will Employment: Employment with the Company is for no specific period of time. Should you decide to accept our offer you will be an at-will employee of the Company and, as such, the employment relationship can be terminated at any time, with or without cause and with or without notice, for any reason or for no reason, by either party, subject to the terms of this Offer Letter Agreement. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and practices, may change from time to time (subject to the terms of this Offer Letter Agreement) the “at-will” nature of your employment may be changed only in an express, written employment agreement signed by you and a duly authorized officer of the Company (other than you) or a member of the Board.

Tax Matters: All forms of compensation referred to in this agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

No Mitigation/Offset: You shall not be required to mitigate the amount of any payment provided for under the Termination Benefits provisions of this Offer Letter Agreement, by seeking other employment or otherwise, and the amount of any such payment shall not be reduced as a result of your other employment.

Indemnification. You shall be entitled to indemnification and/or defense protections and rights on terms as favorable as those provided by the Company to its officers and/or directors, whether through the Company’s organizing documents, liability insurance policies, policies, or agreements.

Eligibility for Employment: As part of the employer regulations adopted in the Immigration Reform and Control Act of 1986, you will need to provide documentation demonstrating you have authorization to work in the United States and confirming your identity. Such documentation applies to U.S. and non-U.S. citizens alike and must be provided to us within three (3) business days of starting your new position.

Governing Law: This offer letter will be governed in accordance with the laws of the State of Massachusetts , without regard to conflicts of laws principles thereof.

Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Offer Letter Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A of the Code and the regulations thereunder (“Section 409A”), and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment will not be made or commence until the earlier of (i) the expiration of the six (6) month period measured from your Separation or (ii) the date of your death following such Separation; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date as a result of the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Offer Letter is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that such payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Offer Letter may be classified as a “short-term deferral” within the meaning of Section 409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Offer Letter are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. To the extent any nonqualified deferred compensation subject to Section 409A payable to you hereunder could be paid in one or more taxable years depending upon you completing certain employment-related actions (such as resigning after a failure to cure a Good Reason event and/or returning an effective release), then any such payments will commence or occur in the later taxable year to the extent required by Code Section 409A.

Arbitration and Class Action Waiver: You and the Company agree to submit to mandatory binding arbitration, governed by the Federal Arbitration Act (“FAA”), any and all claims arising out of or related to your employment with the Company and the termination thereof, including, but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interest in the Company, and/or discrimination (including harassment) based upon any federal, state or local ordinance, statute, regulation or constitutional provision except that each party may, at its, his or her option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s private, proprietary, confidential or trade secret information (collectively, “Arbitrable Claims”). Further, to the fullest extent permitted by law, you and the Company agree that no class or collective actions can be asserted in arbitration or otherwise. All claims, whether in arbitration or otherwise, must be brought solely in your or the Company’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding. Nothing in this Arbitration and Class Action Waiver section, however, restricts your right to pursue claims in court: (a) on a representative action under applicable law, (b) your right under the FAA to elect to pursue claims in court for sexual harassment and/or sexual assault, on an individual, class action, or collective action basis, or (c) your right to pursue claims in court for any alleged discrimination or sexual harassment arising under the New York State Human Rights Law, the New York City Human Rights Law, or any other applicable federal, state or local anti-discrimination law.

SUBJECT TO THE ABOVE PROVISO, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. THE PARTIES FURTHER WAIVE ANY RIGHTS THEY MAY HAVE TO PURSUE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION PERTAINING TO ANY CLAIMS BETWEEN YOU AND THE COMPANY.

This agreement to arbitrate does not restrict your right to file administrative claims you may bring before any government agency where, as a matter of law, the parties may not restrict the employee’s ability to file such claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission and the Department of Labor). However, the parties agree that, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims, except for the resolution of claims of discrimination. The arbitration shall be conducted in Boston, Massachusetts through JAMS before a single neutral arbitrator, in accordance with the JAMS employment arbitration rules then in effect, provided however, that the FAA, including its procedural provisions for compelling arbitration, shall govern and apply to this arbitration agreement. The JAMS rules may be found and reviewed at http://www.jamsadr.com/rules-employment-arbitration. If you are unable to access these rules, please let me know and I will provide you with a hardcopy. Provided that the parties shall bear their own legal fees in any arbitration.

The arbitrator shall issue a written decision that contains the essential findings and conclusions on which the decision is based. If, for any reason, any term of this Arbitration and Class Action Waiver provision is held to be invalid or unenforceable, all other valid terms and conditions herein shall be severable in nature, and remain fully enforceable.

You acknowledge that this offer letter, once accepted, along with the Invention Assignment and Non-Competition Agreement, the Plan, your individual notice of stock option grant, stock option agreement, and stock option exercise agreement evidencing the Option and the Anti-Dilution Option (if applicable) represents the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior offers, negotiations and agreements, if any, whether written or oral, relating to such subject matter. You acknowledge that neither the Company nor its agents have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this agreement for the purpose of inducing you to execute the agreement, and you acknowledge that you have executed this agreement in reliance only upon such promises, representations and warranties as are contained herein.

If you decide to accept our offer, and we hope you will, please sign below and return this agreement to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

This offer is in effect until the end of business on September 27, 2022.

Signatures:

I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.