SEC Form S-8 filed by Avidity Biosciences Inc.

As filed with the Securities and Exchange Commission on February 27, 2025

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AVIDITY BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		46-1336960
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

 

10578 Science Center Drive, Suite 125

San Diego, California 92121

(858) 401-7900

(Address of Principal Executive Offices, Including Zip Code)

 

 

AVIDITY BIOSCIENCES, INC. 2020 INCENTIVE AWARD PLAN

AVIDITY BIOSCIENCES, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plans)

 

 

Sarah Boyce

President and Chief Executive Officer

Avidity Biosciences, Inc.

10578 Science Center Drive, Suite 125

San Diego, California 92121

(858) 401-7900

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Cheston J. Larson

Matthew T. Bush

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 92130

(858) 523-5400

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or 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 registers the offer and sale of an additional 6,594,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of Avidity Biosciences, Inc. for issuance under the 2020 Incentive Award Plan (the “2020 Plan”), as well as the offer and sale of an additional 1,198,900 shares of Common Stock for issuance under the 2020 Employee Stock Purchase Plan (the “ESPP”). In accordance with Instruction E to Form S-8, the contents of the prior registration statements on Form S-8, (i) File No. 333-277516, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024, (ii) File No. 333-268933, filed with the SEC on December 21, 2022, (iii) File No.  333- 264841, filed with the SEC on May 10, 2022 and (iv) File No.  333-239148, filed with the SEC on June 12, 2020, in each case previously filed with respect to the 2020 Plan and the ESPP, as applicable, are hereby incorporated by reference herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2020 Plan and the ESPP as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, Avidity Biosciences, Inc. is sometimes referred to as “registrant,” “we,” “us” or “our.”

Item 3. Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” certain information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

 

(a)

our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025;

 

(b)

the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December  31, 2023 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 26, 2024, as supplemented by our Proxy Statement Supplement, filed with the SEC on May 15, 2024;

 

(c)

our Current Report on Form 8-K filed with the SEC on January  8, 2025; and

 

(d)

the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on June 9, 2020, as updated by Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 15, 2021, and any amendment or report filed with the SEC for the purpose of updating the description.

In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances shall any information furnished under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides for such incorporation by reference.

Item 8. Exhibits.

 

Exhibit Number

Incorporated by Reference

Filed Herewith

Exhibit Description

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation

8-K

001-39321

3.1

6/16/2020

3.2

Amended and Restated Bylaws

8-K

001-39321

3.1

12/13/2023

4.1

Form of Common Stock Certificate

S-1

333-238612

4.1

5/22/2020

5.1

Opinion of Latham & Watkins LLP

X

10.1

Avidity Biosciences, Inc. 2020 Incentive Award Plan, including forms of grant notices and agreements thereunder

10-K

001-39321

10.2

2/28/2024

10.2

Avidity Biosciences, Inc. 2020 Employee Stock Purchase Plan

S-1/A

333-238612

10.3

6/8/2020

23.1

Consent of BDO USA, P.C., independent registered public accounting firm

X

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto)

X

24.1

Power of Attorney (see signature page)

X

107

Filing Fee Table

X

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that the registrant 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 San Diego, State of California, on February 27, 2025.

 

Each person whose signature appears below hereby constitutes and appoints Sarah Boyce and Michael F. MacLean, jointly and severally, his or her attorneys-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign this registration statement, and any amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Sarah Boyce Sarah Boyce		President, Chief Executive Officer and Director (Principal Executive Officer)		February 27, 2025
/s/ Michael F. MacLean Michael F. MacLean		Chief Financial Officer (Principal Financial and Accounting Officer)		February 27, 2025
/s/ Troy Wilson, Ph.D., J.D. Troy Wilson, Ph.D., J.D.		Chair of the Board of Directors		February 27, 2025
/s/ Carsten Boess Carsten Boess		Director		February 27, 2025
/s/ Noreen Henig, M.D. Noreen Henig, M.D.		Director		February 27, 2025
/s/ Edward Kaye, M.D. Edward Kaye, M.D.		Director		February 27, 2025
/s/ Jean Kim Jean Kim		Director		February 27, 2025
/s/ Arthur A. Levin, Ph.D. Arthur A. Levin, Ph.D.		Director		February 27, 2025
/s/ Simona Skerjanec Simona Skerjanec		Director		February 27, 2025
/s/ Tamar Thompson Tamar Thompson		Director		February 27, 2025