Attached files
file | filename |
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EX-3.1 - EX-3.1 - Adverum Biotechnologies, Inc. | d768648dex31.htm |
EX-3.2 - EX-3.2 - Adverum Biotechnologies, Inc. | d768648dex32.htm |
EX-99.1 - EX-99.1 - Adverum Biotechnologies, Inc. | d768648dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2014
AVALANCHE BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36579 | 20-5258327 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1035 OBrien Drive, Suite A
Menlo Park, CA 94025
(650) 272-6269
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (650) 272-6269
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 | Unregistered Sales of Equity Securities. |
On August 5, 2014, Avalanche Biotechnologies, Inc. (the Company) issued and sold 588,235 shares (the Private Placement Shares) of the Companys common stock, $0.0001 par value per share (the Common Stock), to Regeneron Pharmaceuticals, Inc. (Regeneron) in connection with a private placement which occurred concurrently with the closing of the Companys initial public offering (the IPO) of its Common Stock.
The aggregate cash purchase price of the Private Placement Shares was approximately $10,000,000, representing a per share price of $17.00, the same price at which shares of the Common Stock were sold to the public in the IPO.
The sale and issuance by the Company of the Private Placement Shares to Regeneron were not registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and the rules and regulations promulgated thereunder relating to transactions not involving any public offering.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendment and Restatement of Certificate of Incorporation and Bylaws
On August 5, 2014, the Company filed an amended and restated certificate of incorporation (the Restated Certificate) with the Secretary of State of the State of Delaware in connection with the closing of the IPO. Effective as of August 5, 2014, the Company also adopted amended and restated bylaws (the Restated Bylaws) in connection with the closing of the IPO.
As described in the Registration Statement on Form S-1 (File No. 333-197133), the Companys board of directors and pre-IPO stockholders previously approved the amendment and restatement of these charter documents to be effective immediately prior to the closing of the IPO.
A copy of the Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. A copy of the Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 | Other Events. |
On August 5, 2014, the Company completed its IPO of 6,900,000 shares of Common Stock at a price to the public of $17.00 per share, which included the exercise in full by the underwriters of their option to purchase 900,000 additional shares of Common Stock. A copy of the press release announcing the closing of the IPO is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Avalanche Biotechnologies, Inc. | |
3.2 | Amended and Restated Bylaws of Avalanche Biotechnologies, Inc. | |
99.1 | Press release dated August 5, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2014 | AVALANCHE BIOTECHNOLOGIES, INC. | |||||
By: | /s/ Thomas W. Chalberg, Jr., Ph.D. | |||||
Thomas W. Chalberg, Jr., Ph.D. | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Avalanche Biotechnologies, Inc. | |
3.2 | Amended and Restated Bylaws of Avalanche Biotechnologies, Inc. | |
99.1 | Press release dated August 5, 2014. |