AVROBIO, Inc. Files 8-K Report

TL;DR

AVROBIO filed an 8-K, likely a routine update, check for details.

AI Summary

On June 4, 2024, AVROBIO, Inc. filed an 8-K report. The filing indicates "Other Events" as the primary item of disclosure. No specific financial transactions or material events were detailed in the provided excerpt.

Why It Matters

This filing signals that AVROBIO, Inc. has made a disclosure to the SEC, which could pertain to any material event impacting the company.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report with no immediate indication of negative news or significant financial changes.

Key Players & Entities

• AVROBIO, Inc. (company) — Registrant
• June 4, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-38537 (identifier) — Commission File Number
• 81-0710585 (identifier) — I.R.S. Employer Identification No.
• One Broadway 14th Floor Cambridge, MA 02142 (address) — Principal executive offices
• 617-914-8420 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share AVRO Nasdaq Glo
• $70 million — contemplated a valuation for AVROBIO of $70 million (including a targeted $65 million of ne
• $65 million — IO of $70 million (including a targeted $65 million of net cash at closing and a $5 million
• $5 million — 65 million of net cash at closing and a $5 million proposed valuation of AVROBIO's public
• $150 million — y listing), a valuation for Tectonic of $150 million (which was equal to the agreed upon val
• $125 million — vate placement investment in a range of $125 million to $150 million to help fund the combin

Filing Documents

• d825208d8k.htm (8-K) — 603KB
• 0001193125-24-153749.txt ( ) — 754KB
• avro-20240604.xsd (EX-101.SCH) — 3KB
• avro-20240604_lab.xml (EX-101.LAB) — 18KB
• avro-20240604_pre.xml (EX-101.PRE) — 11KB
• d825208d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): June 4, 2024 AVROBIO, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38537 81-0710585 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) One Broadway 14 th Floor Cambridge , MA 02142 (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share AVRO Nasdaq Global Select Market 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. Item8.01 Other Events. As previously disclosed, AVROBIO, Inc., a Delaware corporation (" AVROBIO "), and Tectonic Therapeutic, Inc., a Delaware corporation (" Tectonic "), entered into an Agreement and Plan of Merger and Reorganization (the " Merger Agreement ") on January 30, 2024, pursuant to which, among other matters, Alpine Merger Subsidiary, Inc., a direct, wholly owned subsidiary of AVROBIO (" Merger Sub "), will merge with and into Tectonic, with Tectonic surviving as a wholly owned subsidiary of AVROBIO (such transaction, the " merger "). After the completion of the merger, AVROBIO will change its corporate name to "Tectonic Therapeutic, Inc." Certain Litigation In connection with the merger, AVROBIO filed with the Securities and Exchange Commission (the " SEC ") a Form S-4 Registration Statement on February 14, 2024, as amended on March 26, 2024, April 15, 2024, and April 29, 2024 (the " Registration Statement ") with respect to the special meeting of AVROBIO's stockholders scheduled to be held on June 11, 2024. Following the announcement of the merger and as of the time of the filing of these Supplemental Disclosures (as defined below), three actions were filed by purported AVROBIO stockholders in connection with the merger. One action has been filed in the United States District Court for the Southern District of New York captioned Garofalo v. Avrobio, Inc. et al ., 24-cv-1493 (filed February 27, 2024). Two actions have been filed in the Supreme Court of New York, captioned Price v. Avrobio, Inc., et al ., No. 652555/2024 (filed May 17, 2024) and Keller v. Avrobio, Inc., et al ., No. 652597/2024 (filed May 21, 204). The foregoing actions are referred to as the " Merger Actions ." The Merger Actions generally allege that the Registration Statement misrepresents and/or omits certain purportedly material information in connection with the merger, potential conflicts of interest of AVROBIO's officers and directors, and the events that led to the signing of the Merger Agreement. The Garofalo action asserts violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants (AVROBIO and the board of directors of AVROBIO) and violations of Section 20(a) of the Exchange Act against AVROBIO's directors. The Price and Keller actions assert claims for breach of fiduciary duty against all defendants. The Merger Actions seek, among other things, an injunction enjoining the consummation of the merger, costs of the action, including plaintiff's attorneys' fees and experts' fees and other relief the court may deem just and proper. AVROBIO also received demand letters from eleven purported AVROBIO stockholders (the " Demands "). The Demands generally assert that the Registration Statement misrepresents and/or omits certain purportedly material information relating to the merger. AVROBIO cannot predict the outcome of the Merger Actions or the Demands. AVROBIO believe

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