As filed with the Securities and Exchange Commission on March 25, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AVROBIO, INC.
(Exact name of registrant as specified in its charter)
Delaware | 81-0710585 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
One Kendall Square Building 300, Suite 201 Cambridge, Massachusetts |
02139 | |
(Address of Principal Executive Offices) | (Zip Code) |
2018 Stock Option and Incentive Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plans)
Geoff MacKay
President and Chief Executive Officer
One Kendall Square
Building 300, Suite 201
Cambridge, MA 02139
(Name and address of agent for service)
(617) 914-8420
(Telephone number, including area code, of agent for service)
Copies to:
Arthur R. McGivern, Esq.
James Xu, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share |
952,265 shares(2) | $16.84(3) | $16,036,142.60 | $1,943.59 | ||||
Common Stock, $0.0001 par value per share |
238,066 shares(4) | $14.31(5) | $3,406,724.46 | $412.90 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of common stock which become issuable under the Registrants 2018 Stock Option and Incentive Plan (the Plan) and 2018 Employee Stock Purchase Plan (the ESPP) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of common stock. |
(2) | Represents an automatic increase of 952,265 shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2019. Shares available for issuance under the Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on June 21, 2018 (Registration No. 333-225788). |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrants common stock, as quoted on the Nasdaq Global Market, on March 18, 2019. |
(4) | Represents an automatic increase of 238,066 shares of Common Stock to the number of shares available for issuance under the ESPP, effective January 8, 2019. Shares available for issuance under the ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on June 21, 2018 (Registration No. 333-225788). |
(5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on 85% of $16.84 per share, which represents the average of the high and low prices of the Registrants common stock reported on the Nasdaq Global Select Market on March 18, 2019. Pursuant to the ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the first trading day of the offering period or on the exercise date, whichever is less. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrants Plan and ESPP.
The number of shares of common stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2019, by an amount equal to the lesser of (i) 4.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 and (ii) such amount as determined by the Administrator (as defined in the Plan), currently the Compensation Committee of the Registrants Board of Directors. Accordingly, on January 1, 2019, the number of shares of common stock reserved and available for issuance under the Plan increased by 952,265 shares.
The number of shares of common stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on each January 1, beginning in 2019, by an amount equal to the lesser of (i) 1.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (ii) 1,115,700 shares or (iii) such amount as determined by the Administrator (as defined in the ESPP), currently the Compensation Committee of the Registrants Board of Directors. Accordingly, on January 1, 2019, the number of shares of common stock reserved and available for issuance under the ESPP increased by 238,066 shares.
The additional shares described above are of the same class as other securities relating to the Plan for which the Registrants registration statement filed on Form S-8 (Registration No. 333-225788) on June 21, 2018, is effective. The information contained in the Registrants registration statement on Form S-8 (Registration No. 333-225788) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 25th day of March, 2019.
AVROBIO INC. |
By: |
/s/ Geoff MacKay | |
Geoff MacKay | ||
President, Chief Executive Officer and Principal Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Geoff MacKay and Erik Ostrowski as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Geoff MacKay Geoff MacKay |
Director, President, Chief Executive Officer and Principal Executive Officer |
March 25, 2019 | ||
/s/ Erik Ostrowski Erik Ostrowski |
Chief Financial Officer and Principal Financial and Accounting Officer |
March 25, 2019 | ||
/s/ Bruce Booth Bruce Booth, D.Phil. |
Chairman of the Board of Directors |
March 25, 2019 | ||
/s/ Ian T. Clark Ian T. Clark |
Director |
March 25, 2019 | ||
/s/ Phillip B. Donenberg Phillip B. Donenberg |
Director |
March 25, 2019 | ||
/s/ Annalisa Jenkins Annalisa Jenkins, M.B.B.S., F.R.C.P. |
Director |
March 25, 2019 | ||
/s/ Christopher Paige Christopher Paige, Ph.D. |
Director |
March 25, 2019 | ||
/s/ Philip Vickers Philip Vickers, Ph.D. |
Director |
March 25, 2019 |
Exhibit 5.1
March 25, 2019
AVROBIO, Inc.
One Kendall Square
Building 300, Suite 201
Cambridge, MA 02139
Re: | Securities Being Registered under Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof relating to an aggregate of 1,190,331 shares (the Shares) of Common Stock, $0.0001 par value per share (Common Stock), of AVROBIO, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 2018 Stock Option and Incentive Plan and 2018 Employee Stock Purchase Plan (collectively, the Plans).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2018 Stock Option and Incentive Plan and the 2018 Employee Stock Purchase Plan of AVROBIO, Inc. of our report dated March 25, 2019, with respect to the consolidated financial statements of AVROBIO, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 25, 2019