As filed with the Securities and Exchange Commission on March 17, 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)
One Kendall Square Building 300, Suite 201 Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

2018 Stock Option and Incentive Plan

2018 Employee Stock Purchase Plan

(Full title of the plan)

Geoff MacKay

President and Chief Executive Officer

One Kendall Square

Building 300, Suite 201

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 (the “Registration Statement”) is being filed for the purpose of registering additional shares of common stock under the registrant’s Plan and ESPP.

The number of shares of common stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, by an amount equal to the lesser of (i) 4.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) such amount as determined by the Administrator (as defined in the Plan), currently the Compensation Committee of the registrant’s Board of Directors. Accordingly, on January 1, 2022, the number of shares of common stock reserved and available for issuance under the Plan increased by 1,747,853 shares.

The number of shares of common stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on each January 1, by an amount equal to the lesser of (i) 1.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (ii) 1,115,700 shares or (iii) such amount as determined by the Administrator (as defined in the ESPP), currently the Compensation Committee of the registrant’s Board of Directors. Accordingly, on January 1, 2022, the number of shares of common stock reserved and available for issuance under the ESPP increased by 436,963 shares.

The additional shares described above are of the same class as other securities relating to the Plan and the ESPP 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 and on Form S-8 (Registration No. 333-254466) on March  18, 2021 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		Certificate of Change of Registered Agent and/or Registered Office of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2020 (File No. 001-38537) and incorporated herein by reference).
4.3		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)
4.4		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 (Incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-225213))
99.2		2018 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.14 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-225213))
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 17^th day of March, 2022.

 

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		March 17, 2022
Geoff MacKay
/s/ Erik Ostrowski		Chief Financial Officer and Principal Financial and Accounting Officer		March 17, 2022
Erik Ostrowski
/s/ Bruce Booth		Chairman of the Board of Directors		March 17, 2022
Bruce Booth, D.Phil.
/s/ Ian T. Clark		Director		March 17, 2022
Ian T. Clark
/s/ Phillip B. Donenberg		Director		March 17, 2022
Phillip B. Donenberg
/s/ Gail M. Farfel		Director		March 17, 2022
Gail M. Farfel, Ph.D.
/s/ Annalisa Jenkins		Director		March 17, 2022
Annalisa Jenkins, M.B.B.S., F.R.C.P.
/s/ Christopher Paige		Director		March 17, 2022
Christopher Paige, Ph.D.
/s/ Philip Vickers		Director		March 17, 2022
Philip Vickers, Ph.D.