| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 16, 2019, AVROBIO, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters listed therein (the “Underwriters”), related to an underwritten public offering (the “Offering”) of 6,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $18.50 per Share, before underwriting discounts and commissions. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 975,000 shares of Common Stock. The gross proceeds to the Company, before deducting the underwriting discounts and commissions and estimated expenses associated with the Offering payable by the Company, are expected to be approximately $120.25 million (assuming the Underwriters do not exercise their option to purchase additional shares). If the Underwriters exercise their option in full, the gross proceeds to the Company, before deducting the underwriting discounts and commissions and estimated expenses, are expected to be approximately $138.3 million. The closing of the Offering is expected to occur on or about July 19, 2019, subject to the satisfaction of customary closing conditions.
The Shares are being offered and sold pursuant to a prospectus dated July 10, 2019 and a prospectus supplement dated July 16, 2019 (the “Prospectus Supplement”), in connection with a takedown from the Company’s shelf registration statement onForm S-3 (RegistrationNo. 333-232489) (the “Registration Statement”), which the U.S. Securities and Exchange Commission declared effective on July 10, 2019.
The Underwriting Agreement contains customary representations, warranties, covenants, conditions to closing, indemnification and other obligations of the parties and termination provisions.
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the Shares issued in the Offering, is filed as Exhibit 5.1 to this Current Report onForm 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is included as Exhibit 1.1 to this Current Report onForm 8-K and incorporated by reference herein.
The Underwriting Agreement has been filed with this Current Report onForm 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.
| Item 2.02 | Results of Operations and Financial Condition. |
In connection with the Offering, the Company filed the Prospectus Supplement, which contains certain information regarding the Company’s results of operations or financial condition for the quarterly period ended June 30, 2019, as set forth below.
The Company’s cash, cash equivalents andavailable-for-sale investments was approximately $90.3 million at June 30, 2019, as compared to $108.5 million at March 31, 2019. This financial data as of June 30, 2019 is preliminary and may change, and is based on information available to management as of the date of the Prospectus Supplement and is subject to completion by management of the Company’s financial statements as of and for the quarter ended June 30, 2019. There can be no assurance that the Company’s final results of operations for this period or cash position as of June 30, 2019 will not differ from these estimates, including as a result of review adjustments and any such changes could be material. The Company’s independent registered public accountants have not audited, reviewed or performed any procedures with respect to such preliminary financial data and accordingly do not express an opinion or any other form of assurance with respect thereto. These results could change as a result of further review. Complete quarterly results will be included in the Company’s Quarterly Report on Form10-Q for the quarter ended June 30, 2019.
Pursuant to General Instruction B.2 to Form8-K, the information set forth in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On July 16, 2019, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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