As filed with the Securities and Exchange Commission on August 9, 2022
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)

100 Technology Square
Sixth Floor
Cambridge, Massachusetts
 
02139
(Address of Principal Executive Offices)
 
(Zip Code)
2018 Stock Option and Incentive Plan
(Full Title of the Plans)
Geoff MacKay
President and Chief Executive Officer
100 Technology Square
Sixth Floor
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.



EXPLANATORY NOTE

This Registration Statement on Form S-8 registers additional shares of common stock under the Registrant’s 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”).
The 3,700,000 additional shares represent an increase in the number of shares of common stock reserved for issuance under the 2018 Plan, which increase was approved by the Registrant’s stockholders on June 8, 2022 at the Registrant’s 2022 Annual Meeting of Stockholders.

The additional shares described above are of the same class as other securities relating to the 2018 Plan for which the Registrant’s registration statements filed on Form S-8 (Registration No. 333-225788) on June 21, 2018, on Form S-8 (Registration No. 333-230494) on March 25, 2019, on Form S-8 (Registration No. 333-237203) on March 16, 2020, on Form S-8 (Registration No. 333-241400) on August 6, 2020, on Form S-8 (Registration No. 333-254466) on March 18, 2021 and on Form S-8 (Registration No. 333-263655) on March 17, 2022, are effective. The information contained in the Registrant’s 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.
EXHIBIT INDEX

Exhibit
No.
 
Description
   
4.1
 
   
4.2
 
   
4.3
 
   
5.1*
 
   
23.1*
 
   
23.2*
 
   
24.1*
 
   
99.1
 
     
99.2
 
     
99.3
 
     
107*
 

*
Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act, 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 9th day of August, 2022.

 
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 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name
Title
Date
     
/s/ Geoff MacKay
Director, President, Chief Executive Officer and
Principal Executive Officer
August 9, 2022
Geoff MacKay  
     
/s/ Erik Ostrowski
Chief Financial Officer and Principal Financial
and Accounting Officer
August 9, 2022
Erik Ostrowski  
     
/s/ Bruce Booth
Chairman of the Board of Directors
August 9, 2022
Bruce Booth, D.Phil.
 
     
/s/ Ian T. Clark
Director
August 9, 2022
Ian T. Clark    
     
/s/ Phillip B. Donenberg
Director
August 9, 2022
Phillip B. Donenberg
   
     
/s/ Gail M. Farfel
Director
August 9, 2022
Gail M. Farfel, Ph.D.
   
     
/s/ Annalisa Jenkins
Director
August 9, 2022
Annalisa Jenkins, M.B.B.S., F.R.C.P.
   
     
/s/ Christopher Paige
Director
August 9, 2022
Christopher Paige, Ph.D.
   
     
/s/ Philip Vickers
Director
August 9, 2022
Philip Vickers, Ph.D.
   




Exhibit 5.1

August 9, 2022

AVROBIO, Inc.
100 Technology Square
Sixth Floor
Cambridge, MA 02139

Re:       Securities Being Registered under Registration Statement on Form S-8

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  3,700,000 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 Company’s 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”).

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 2018 Plan, 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 of AVROBIO, Inc. of our report dated March 17, 2022, with respect to the consolidated financial statements of AVROBIO, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts
August 9, 2022



Exhibit 107
Calculation of Filing Fee Table
S-8
(Form Type)
AVROBIO, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security Type
Security Class Title
Fee
Calculation
Rule
Amount
Registered(1)
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Equity
Common stock, par value $0.0001 per share
Rule 457(h)
3,700,000 (2)
$0.90 (3)
$3,330,000.00
.0000927
$308.70
Total Offering Amounts
 
$3,330,000.00
 
$308.70
Total Fee Offsets
     
Net Fee Due
     
$308.70

(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 Registrant’s 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”) 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 Registrant’s outstanding shares of common stock.
(2)
Represents an additional 3,700,000 shares issuable under the 2018 Plan. These 3,700,000 shares represent an increase in the number of shares of common stock reserved for issuance under the 2018 Plan, which increase was approved by the Registrant’s stockholders on June 8, 2022 at the Registrant’s 2022 Annual Meeting of Stockholders. Shares available for issuance under the 2018 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), March 25, 2019 (Registration No. 333-230494), March 16, 2020 (Registration No. 333-237203), August 6, 2020 (Registration No. 333-241400), March 18, 2021 (Registration No. 333-254466) and March 17, 2022 (Registration No. 333-263655).
(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 sales prices of the Registrant’s common stock, as quoted on the Nasdaq Global Select Market, on August 4, 2022.