SEC Filing : AVROBIO

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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		Fourth Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 25, 2018 (File No. 001-38537) and incorporated herein by reference)

4.2		Amended and Restated By-laws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 25, 2018 (File No. 001-38537) and incorporated herein by reference)

4.3		Second Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated January 9, 2018 (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on May 25, 2018 (File No. 333-225213) and incorporated herein by reference)

5.1*		Opinion of Goodwin Procter LLP

23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

23.2*		Consent of Goodwin Procter LLP (included in Exhibit 5.1)

24.1*		Power of Attorney (included on signature page)

99.1		2018 Stock Option and Incentive Plan and forms of award agreements thereunder (filed as Exhibit 10.2 to the Registrant’s Second Amendment to the Registration Statement on Form S-1 filed on June 11, 2018 (File No. 333-225213) and incorporated herein by reference)

99.2		First Amendment to the Stock Option and Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2020 (File No. 001-38537) and incorporated herein by reference)

99.3		Second Amendment to the Stock Option and Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 10, 2022 (File No. 001-38537) and incorporated herein by reference)

107*		Filing Fee Table

*	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 9^th 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 person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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.	Chairman of the Board of Directors

/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.