Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-38537   81-0710585

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

One Kendall Square

Building 300, Suite 201

Cambridge, MA 02139

(Address of principal executive offices, including zip code)

(617) 914-8420

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐




Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(1) Resignation of Director

On January 5, 2019, Scott Requadt, a member of the Board of Directors (the “Board”) of AVROBIO, Inc. (the “Company”), notified the Company of his resignation from the Board and all committees thereof, effective January 7, 2019. Mr. Requadt’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(2) Election of Director

On January 7, 2019, the Board elected Philip Vickers, Ph.D. as a director of the Company, effective immediately. Dr. Vickers was also appointed to serve as a member of the Compensation Committee of the Board. Dr. Vickers will serve as a Class I director, to serve until the Company’s annual meeting of stockholders in 2019.

Dr. Vickers will be compensated for his service as a non-employee director under the Company’s Non-Employee Director Compensation Policy (the “Policy”). In connection with his election and in accordance with the Policy, the Company granted Dr. Vickers an option to purchase 18,743 shares of the Company’s common stock pursuant to the Company’s 2018 Stock Option and Incentive Plan. As a non-employee director, Dr. Vickers is also entitled to receive an annual service retainer of $52,500, including $2,500 for his service as a member of the Compensation Committee, and additional annual stock option awards, subject to his continued service on the Board.

The Company also entered into an indemnification agreement with Dr. Vickers in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no arrangements or understandings between Dr. Vickers and any other persons pursuant to which he was elected as a director, and Dr. Vickers has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01.

Regulation FD Disclosure.

On January 7, 2019, the Company issued a press release titled “AVROBIO, Inc. Appoints Philip J. Vickers to its Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits





99.1    Press Release of AVROBIO, Inc. dated January 7, 2019.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 7, 2019     By:  

/s/ Geoff MacKay


Geoff MacKay

President and Chief Executive Officer


Exhibit 99.1


AVROBIO, Inc. Appoints Philip J. Vickers to its Board of Directors

Industry leader brings global expertise, including as Shire’s former Global Head of

Research and Development, to help further accelerate momentum and growth

CAMBRIDGE, Mass., Jan. 07, 2019 (GLOBE NEWSWIRE) — AVROBIO, Inc. (NASDAQ: AVRO) (the “Company”), a clinical-stage gene therapy company, today announced the appointment of Philip J. Vickers, Ph.D., to its Board of Directors. Dr. Vickers brings a wealth of global pharmaceutical and biotechnology expertise to AVROBIO, with more than 25 years’ experience in the development and approval of innovative biologics and small molecules to treat diseases in a wide range of therapeutic areas. The Company also announced that Scott Requadt is transitioning off AVROBIO’s board to become CEO of a Blackstone portfolio company.

“Phil is a great addition to our Board,” said Geoff MacKay, President and CEO of AVROBIO. “His deep knowledge of lysosomal storage disorders, real and broad industry leadership and his experience leading Shire’s R&D – with 75% of about 40 clinical development programs in rare diseases—are all invaluable in AVROBIO’s next stage of growth. I’d also like to acknowledge the significant contributions of Scott Requadt to AVROBIO and congratulate him on his new CEO role.”

Dr. Vickers currently serves as President and CEO of Northern Biologics, Inc., a company focused on the development of monoclonal antibodies as immuno-oncology therapeutics to treat targeted populations of cancer patients. Prior to joining Northern Biologics, from 2010 to 2017, Phil was Global Head of Research and Development at Shire, where he was responsible for overseeing preclinical research and development, clinical research, regulatory affairs, and medical affairs. Phil oversaw Shire’s growing product portfolio and, as Executive Vice-President and a member of Shire’s Executive Committee, he played a key role in developing and executing Shire’s global business strategy, with a particular focus on rare diseases. Phil is also a member of the board of directors of Revance Therapeutics. Prior to joining Shire, Phil had roles of increasing responsibility in drug discovery in a range of therapeutic areas at Merck, Pfizer, Boehringer-Ingelheim and Resolvyx. Phil holds a Ph.D. in Biochemistry from the University of Toronto, and a Bachelor of Science degree in Applied Biochemistry from the University of Salford, Manchester U.K. He was also a Visiting Fellow at the National Cancer Institute in Bethesda, Maryland.

About AVROBIO, Inc.

AVROBIO, Inc., is a Phase 2 clinical-stage gene therapy company developing gene therapies to potentially cure rare diseases with a single dose. AVROBIO’s lentiviral-based gene therapies employ hematopoietic stem cells that are collected from the patient and then modified with a lentiviral vector to insert a functional copy of the gene that is defective in the target disease. AVROBIO is focused on the development of its gene therapy, AVR-RD-01, in Fabry disease, as well as additional gene therapy programs in other lysosomal storage disorders including Gaucher disease, cystinosis and Pompe disease. AVROBIO is headquartered

in Cambridge, MA and has offices in Toronto, ON. For additional information, visit

Forward-Looking Statements

Various express or implied statements in this release concerning AVROBIO’s future expectations, plans and prospects, including without limitation, its expectations regarding the growth of its business, and the development and the continued progress of AVROBIO’s programs, including the therapeutic potential of its product candidates and the development thereof, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Any forward-looking statements in this press release are based on management’s current expectations of future events only as of today and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that any one or more of AVROBIO’s product candidates will not be successfully developed or commercialized, the risk of cessation or delay of any of AVROBIO’s ongoing or planned clinical trials, the risk that AVROBIO may not realize the intended benefits of efforts to optimize its platform, and the risk that prior results, such as signals of safety, activity or durability of effect, observed from preclinical or clinical trials will not be replicated or will not continue in ongoing or future studies or trials involving AVROBIO’s product candidates. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause AVROBIO’s actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in AVROBIO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, as well as discussions of potential risks, uncertainties and other important factors in AVROBIO’s subsequent filings with the Securities and Exchange Commission. AVROBIO explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

Investor Contact:

Christopher F. Brinzey

Westwicke Partners


Media Contact:

Kathryn Morris

The Yates Network