Adverum Biotechnologies (ADVM) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on March 7, 2019

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Adverum Biotechnologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	20-5258327
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1035 O’Brien Drive

Menlo Park, California 94025

(Address, including zip code, of Registrant’s principal executive offices)

2014 Equity Incentive Award Plan, as amended and restated

2014 Employee Stock Purchase Plan, as amended and restated

2017 Inducement Plan, as amended and restated

(Full title of the plans)

Jennifer Cheng

Vice President and General Counsel

Adverum Biotechnologies, Inc.

1035 O’Brien Drive

Menlo Park, CA 94025

(650)272-6269

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jodie Bourdet

CooleyLLP

101 California Street, 5th Floor

San Francisco, CA 94111-5800

(415)693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 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.  ☒

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(4)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.0001 per share
2014 Equity Incentive Award Plan, as amended and restated	2,518,618 shares(2)	$4.20	$10,578,195.60	$1,282.08
2014 Employee Stock Purchase Plan, as amended and restated	629,654 shares(3)	$4.20	$2,644,546.80	$320.52
2017 Inducement Plan, as amended and restated	1,000,000 shares	$4.20	$4,200,000.00	$509.04
TOTAL	4,148,272 shares		$17,422,742.40	$2,111.64

(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the plan or inducement award set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.

(2) Represents shares of Common Stock that were added to the shares reserved for issuance under the Registrant’s 2014 Equity Incentive Award Plan, as amended and restated, on January 1, 2019, pursuant to an “evergreen” provision contained in such plan.

(3) Represents shares of Common Stock that were added to the shares reserved for issuance under the Registrant’s 2014 Employee Stock Purchase Plan, as amended and restated, on January 1, 2019, pursuant to an “evergreen” provision contained in such plan.

(4) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 28, 2019.

Explanatory Note

This Registration Statement on FormS-8 (this “Registration Statement”) registers an aggregate of: 2,518,618 shares of the common stock, par value $0.0001 per share, of Adverum Biotechnologies, Inc. (“Common Stock”) that may be issued and sold under the Adverum Biotechnologies, Inc. 2014 Equity Incentive Award Plan, as amended and restated (“2014 EIAP”); 629,654 shares of the Common Stock that may be issued and sold under the Adverum Biotechnologies, Inc. 2014 Employee Stock Purchase Plan, as amended and restated (“2014 ESPP”); and 1,000,000 shares of the Common Stock that may be issued and sold under the Adverum Biotechnologies, Inc. 2017 Inducement Plan, as amended and restated (the “Inducement Plan” and, together with the 2014 EIAP and the 2014 ESPP, the “Plans”).

Pursuant to General Instruction E of FormS-8, and only with respect to the Common Stock being registered under the Plans, this registration statement incorporates by reference the contents of the registration statements on FormS-8 relating to the Plans filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 14, 2014(File No. 333-199296), April 14, 2015 (FileNo. 333-203398), May 18, 2016 (FileNo. 333-211439), June 2, 2017 (FileNo. 333-218465), October 11, 2017 (FileNo. 333-220894), and March 23, 2018 (FileNo. 333-223894).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by us with the SEC and are incorporated herein by reference:

• The contents of the earlier registration statements on FormS-8 relating to the Plans, previously filed with the Commission on October 14, 2014 (FileNo. 333-199296), April 14, 2015 (FileNo. 333-203398), May 18, 2016 (FileNo. 333-211439), June 2, 2017 (FileNo. 333-218465), October 11, 2017(333-220894) and March 23, 2018(333-223894);

• our Annual Report on Form10-K for the year ended December 31, 2018, which was filed with the SEC on March 6, 2019;

• our Current Report on Form8-K filed with the SEC on March 1, 2019; and

• the description of our common stock contained in our Registration Statement on Form8-A filed with the SEC on July 28, 2014, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than current reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits furnished on such form that relate to such items, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is 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.

Item 8. Exhibits.

Exhibit Index

			Incorporated by Reference
Exhibit Number	Exhibit Description	Form	SEC File No.		Exhibit Number		Date	Filed Herewith
4.1	Amended and Restated Certificate of Incorporation.	10-K		001-36579		3.1	March 9, 2017
4.2	Amended and Restated Bylaws.	8-K		001-36579		3.2	May 12, 2016
4.3	Form of Common Stock Certificate.	S-1/A		333-197133		4.1	July 25, 2014
5.1	Opinion of Cooley LLP.								X
23.1	Consent of Independent Registered Public Accounting Firm.								X
23.2	Consent of Independent Registered Public Accounting Firm.								X
23.3	Consent of Cooley LLP (included in Exhibit 5.1).								X
24.1	Power of Attorney (included on signature page hereto).								X
99.1	2014 Equity Incentive Award Plan, as amended and restated.	10-K		001-36579		10.12	March 6, 2019
99.5	2014 Employee Stock Purchase Plan, as amended and restated.	10-K		001-36579		10.16	March 6, 2019
99.6	2017 Inducement Plan, as amended and restated.	10-K		001-36579		10.34	March 6, 2019

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California on March 7, 2019.

ADVERUM BIOTECHNOLOGIES, INC.
By:	/s/ Leone Patterson
	Leone Patterson
	Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amber Salzman, Ph.D., Leone Patterson and Jennifer Cheng, or any of them, his or her true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the SEC, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Leone Patterson	Chief Executive Officer, Chief Financial Officer and Director	March 7, 2019
Leone Patterson	(Principal Executive, Accounting and Financial Officer)
/s/ Paul B. Cleveland	Chairman of the Board, Director	March 7, 2019
Paul B. Cleveland

/s/ Eric G. Carter, M.D., Ph.D.	Director	March 7, 2019
Eric G. Carter, M.D., Ph.D.
/s/ Mitchell H. Finer, Ph.D.	Director	March 7, 2019
Mitchell H. Finer, Ph.D.
/s/ Patrick Machado	Director	March 7, 2019
Patrick Machado
/s/ Steven D. Schwartz, M.D.	Director	March 7, 2019
Steven D. Schwartz, M.D.
/s/ Richard N. Spivey, Pharm.D., Ph.D.	Director	March 7, 2019
Richard N. Spivey, Pharm.D., Ph.D.
/s/ Thomas Woiwode, Ph.D.	Director	March 7, 2019
Thomas Woiwode, Ph.D.