Vida Ventures II Files SC 13D for Tectonic Therapeutic

TL;DR

**Vida Ventures II now a major player in Tectonic Therapeutic. Big moves coming?**

AI Summary

Vida Ventures II, LLC and VV Manager II, LLC have filed a Schedule 13D regarding Tectonic Therapeutic, Inc. as of June 27, 2024. The filing indicates a change in beneficial ownership, with Vida Ventures II, LLC now holding a significant stake in the company. The filing does not specify the exact number of shares or dollar amount involved.

Why It Matters

This filing signals a potential shift in control or significant influence over Tectonic Therapeutic, Inc. by Vida Ventures II, LLC, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions, such as mergers, acquisitions, or changes in management, which can introduce volatility.

Key Players & Entities

• Vida Ventures II, LLC (company) — Filing entity, potential significant shareholder
• VV Manager II, LLC (company) — Filing entity, group member
• Tectonic Therapeutic, Inc. (company) — Subject company
• Jean-Philippe Kouakou-Zebouah (person) — Chief Financial Officer of Vida Ventures II, LLC

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $17,407,104 — low) for an aggregate purchase price of $17,407,104. Between October 11, 2023 and December
• $5,927,399 — tonic at an aggregate purchase price of $5,927,399. On June 18, 2024, Vida II and Vida II-

Filing Documents

• tm2418377d1_sc13d.htm (SC 13D) — 79KB
• 0001104659-24-075687.txt ( ) — 81KB

Security and Issuer

Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“ Common Stock ”) of Tectonic Therapeutic, Inc., a Delaware corporation, formerly AVROBIO, Inc. (the “ Issuer ”). The address of the principal executive offices of the Issuer is 490 Arsenal Way, Suite 210, Watertown, MA 02472. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by Vida Ventures II, LLC (“ Vida II ”), Vida Ventures II-A, LLC (“ Vida II-A ”) and VV Manager II, LLC (“ VV Manager II ” and, with Vida II and Vida II-A, collectively, the “ Reporting Persons ”). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit A. (b) The principal business office of the Reporting Persons is 40 Broad Street, Suite 201, Boston, MA 02109. (c) The principal business of the Reporting Persons is venture capital investments. VV Manager II is the manager of each of Vida II and Vida II-A. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Reporting Persons is a limited liability company organized in the state of Delaware.

Source and Amount of Funds

Item 3. Source and Amount of Funds or Other Consideration Between March 31, 2021 and September 9, 2022, Vida II and Vida II-A purchased an aggregate of 1,284,322 and 35,638 of Series A preferred shares of Old Tectonic (as defined below) for an aggregate purchase price of $17,407,104. Between October 11, 2023 and December 22, 2023, Vida II and Vida II-A purchased SAFEs which converted into 465,144 and 12,907 shares of Old Tectonic at an aggregate purchase price of $5,927,399. On June 18, 2024, Vida II and Vida II-A purchased 123,407 and 3,424 common shares of Old Tectonic for an aggregate purchase price of 1,572,587. The source of funds for each of Vida II’s and Vida II-A’s purchases of shares of Old Tectonic securities was the contribution from its members. On January 30, 2024, the Issuer, Tectonic Therapeutic, Inc. (“ Old Tectonic ”), and Alpine Merger Subsidiary, Inc., a direct wholly owned subsidiary of AVROBIO (“ Merger Sub ”) entered into the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “ Merger Agreement ”), pursuant to which Merger Sub merged with and into Old Tectonic, with Old Tectonic surviving as a direct wholly owned subsidiary of AVROBIO and the surviving corporation of the merger (the “ Merger ”). On June 20, 2024, the Issuer, Merger Sub and Old Tectonic consummated the transactions contemplated by the Merger Agreement. Effective at 4:00 p.m. Eastern Time on June 20, 2024, AVROBIO effected a 1-for-12 reverse stock split of its common stock (the “ Reverse Stock Split ”). Effective at 4:02 p.m. Eastern Time on June 20, 2024, the Issuer completed the Merger, and effective at 4:03 p.m. Eastern Time on June 20, 2024, the Issuer changed its name to Tectonic Therapeutic, Inc. Under the terms of the Merger, immediately prior to the effective time of the Merger, each share of Old Tectonic’s preferred stock was converted into one share of Old T

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “ Act ”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain

Interest in Securities of

Item 5. Interest in Securities of the Issuer (a) – (b) See Items 7-11 of the cover pages of this Statement and Item 3 above. (c) Except as reported in this Statement, none of the Reporting Entities has affected any transactions in the Issuer’s securities within the past 60 days. (d) Under certain circumstances set forth in the limited liability company agreements of each of Vida II and Vida II-A, VV Manager II and the members of each of Vida II and Vida II-A may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. (e) Not applicable.

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in Item 3 of this Statement is incorporated herein by reference. In connection with the Merger, Vida II and Vida II-A have entered into lock-up agreements, pursuant to which they have agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, currently or hereafter owned, until 180 days after the effective time of the Merger. The foregoing description of the lock-up agreements does not purport to be complete and is qualified in its entirety by the full text of the form of lock-up agreement, which is attached hereto as Exhibit B . 6

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. B. Form of Lock-Up Agreement, incorporated by reference to Annex E of the Issuer’s definitive proxy statement/prospectus (Reg. No. 333- 277048), filed with the SEC on May 3, 2024. 7 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 27, 2024 Vida Ventures II, LLC By: VV Manager II, LLC its Manager By: /s/ Stefan Vitorovic Name: Stefan Vitorovic Title: Managing Director Vida Ventures II-A, LLC By: VV Manager II, LLC its Manager By: /s/ Stefan Vitorovic Name: Stefan Vitorovic Title: Managing Director VV Manager II, LLC By: /s/ Stefan Vitorovic Name: Stefan Vitorovic Title: Managing Director ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 8 Exhibit(s): A Joint Filing Agreement 9 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Tectonic Therapeutic, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: June 27, 2024 Vida Ventures II, LLC By: VV Manager II, LLC its Manager By: /s/ Stefan Vitorovic Name: Stefan Vitorovic Title: Managing Director Vida Ventures II-A, LLC By: VV Manager II, LLC its Manager By: /s/ Stefan Vitorovic Name: Stefan Vitorovic Title: Managing Director VV Manager II, LLC By: /s/ Stefan Vitorovic Name: Stefan Vitorovic Title: Managing Director

View Full Filing

View this SC 13D filing on SEC EDGAR