SEC Form 8-K filed by AVROBIO Inc.

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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 believes that the Merger Actions and Demands are without merit. If additional complaints are filed or demands are received, absent new or significantly different allegations, AVROBIO will not necessarily disclose such additional complaints or demands.

AVROBIO believes that the disclosures set forth in the Registration Statement comply fully with all applicable law, that no supplemental disclosures are required under applicable law, and that the allegations in the Merger Actions and Demands are without merit. However, in order to moot the claims in the Merger Actions and Demands, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, and without admitting any liability or wrongdoing, AVROBIO has decided voluntarily to supplement certain disclosures in the Registration Statement (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, AVROBIO specifically denies all allegations in the Merger Actions and the Demands and that any additional disclosure was or is required or material.

The Supplemental Disclosures supplement the disclosures contained in the Registration Statement and should be read in conjunction with the disclosures contained in the Registration Statement, which in turn should be read in its entirety. To the extent that information set forth in the Supplemental Disclosures differs from or updates information contained in the Registration Statement, the information in the Supplemental Disclosures shall supersede or supplement the information contained in the Registration Statement. All page references used herein are to the Registration Statement and capitalized or defined terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Registration Statement. To the extent that certain disclosures contained in the Registration Statement are amended and restated in the Supplemental Disclosures, any additional language is indicated by bold, underlined text and deletions are indicated by strikethrough.

Supplemental Disclosures to the Registration Statement

The disclosure under the heading “Background of the Merger” is hereby amended and supplemented by replacing the first full paragraph on page 189 of the Registration Statement in its entirety with the following:

On November 11, 2023, Tectonic submitted a written indication of interest to AVROBIO proposing a reverse merger transaction (the “Tectonic November 11, 2023 Proposal”). The Tectonic November 11, 2023 Proposal contemplated a valuation for AVROBIO of $70 million (including a targeted $65 million of net cash at closing and a $5 million proposed valuation of AVROBIO’s public company listing), a valuation for Tectonic of $150 million (which was equal to the agreed upon valuation of Tectonic in a recently negotiated term sheet for a transaction Tectonic and the Tectonic Board had previously considered), and a potential concurrent private placement investment in a range of $125 million to $150 million to help fund the combined company following the merger. The Tectonic November 11, 2023 Proposal also communicated Tectonic’s willingness to offer CVRs or other monetization mechanisms to pre-closing AVROBIO shareholders in connection with any post-closing transaction to monetize AVROBIO’s pre-closing assets. The Tectonic November 11, 2023 Proposal also contemplated that the combined company’s board would include 5-6 directors from Tectonic and one director from AVROBIO. The Tectonic November 11, 2023 Proposal was promptly shared with the AVROBIO Transaction Committee.

The disclosure under the heading “Background of the Merger” is hereby amended and supplemented by replacing the fifth full paragraph on page 187 of the Registration Statement in its entirety with the following:

On October 24, 2023, AVROBIO and Tectonic entered into a mutual confidentiality agreement, which included a customary “standstill” provision binding on Tectonic subject to customary fallaway provisions. At no point during the negotiation process with Tectonic leading up to the execution of the Merger Agreement did any employee of AVROBIO enter into any formal or informal agreement, arrangement, or understanding (whether or not binding) regarding continuing employment after closing of the contemplated transaction.

The disclosure under the subheading “Opinion of Houlihan Lokey to the AVROBIO Board” is hereby amended and supplemented by replacing the chart on page 213 and 214 of the Registration Statement in its entirety with the following:

The disclosure under the heading “Opinion of Houlihan Lokey to the AVROBIO Board” is hereby amended and supplemented by replacing the chart on page 215 of the Registration Statement in its entirety with the following:

The disclosure under the heading “Opinion of Houlihan Lokey to the AVROBIO Board” is hereby amended and supplemented by replacing the chart on page 216 through 218 of the Registration Statement in its entirety with the following: