As filed with the Securities and Exchange Commission on August 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Adverum Biotechnologies, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-5258327
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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800 Saginaw Drive
Redwood City, California 94063
(Address, including zip code, of Registrants principal executive offices)
2017 Inducement Plan, as amended and restated
(Full title of the plan)
Peter Soparkar
Chief Legal Officer
Adverum Biotechnologies, Inc.
800 Saginaw Drive
Redwood City, California 94063
(650) 656-9323
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kenneth
Guernsey
Cooley LLP
101 California Street, 5th Floor
San Francisco, CA 94111-5800
(415) 693-2000
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 definitions of large
accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(3)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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1,500,000 shares (2)
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$17.71
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$26,565,000.00
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$3,448.14
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(1)
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Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement shall also cover any additional shares of the Registrants Common Stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of outstanding shares of the Registrants Common Stock.
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(2)
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Represents shares of Common Stock that were added to the shares reserved for issuance under the
Registrants 2017 Inducement Plan, as amended and restated, on June 17, 2020.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and
Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Market on
August 4, 2020.
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