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EX-5.1 - EX-5.1 - Adverum Biotechnologies, Inc.d766825dex51.htm
EX-23.1 - EX-23.1 - Adverum Biotechnologies, Inc.d766825dex231.htm

As filed with the Securities and Exchange Commission on July 30, 2014.

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

Avalanche Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   20-5258327

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

1035 O’Brien Drive, Suite A

Menlo Park, CA 94025

(650) 272-6269

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Thomas W. Chalberg, Jr., Ph.D.

President and Chief Executive Officer

Avalanche Biotechnologies, Inc.

1035 O’Brien Drive, Suite A

Menlo Park, CA 94025

(650) 272-6269

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

 

 

Copies to:

 

Alan C. Mendelson, Esq.

Robert W. Phillips, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

 

Hans P. Hull

Senior Vice President

Legal and Corporate Development

Avalanche Biotechnologies, Inc.

1035 O’Brien Drive, Suite A

Menlo Park, CA 94025

(650) 272-6269

 

Eric W. Blanchard, Esq.

Covington & Burling LLP

620 Eighth Avenue

New York, NY 10018

(212) 841-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-197133

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

TITLE OF EACH CLASS OF

SECURITIES TO BE REGISTERED

  AMOUNT
TO BE
REGISTERED(1)
  PROPOSED
MAXIMUM
AGGREGATE
OFFERING PRICE
PER SHARE(2)
 

PROPOSED

MAXIMUM
AGGREGATE
OFFERING PRICE (2)

  AMOUNT OF
REGISTRATION FEE

Common Stock, $0.0001 par value per share

 

690,000

  $17.00  

$11,730,000

 

$1,511 (2)

 

 

(1)    Represents only the additional number of shares being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-197133).
(2)    The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $105,570,000 on a Registration Statement on Form S-1 (File No. 333-197133), which was declared effective by the Securities and Exchange Commission on July 30, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,730,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

 


Explanatory note and incorporation by reference

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1, as amended (File No. 333-197133) filed by Avalanche Biotechnologies, Inc. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on July 30, 2014, are incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Menlo Park, California, on July 30, 2014.

 

AVALANCHE BIOTECHNOLOGIES, INC.
By:  

/s/ Thomas W. Chalberg, Jr., Ph.D.

 

Thomas W. Chalberg, Jr., Ph.D.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

SIGNATURE

  

TITLE

 

DATE

/s/ Thomas W. Chalberg, Jr., Ph.D.

Thomas W. Chalberg, Jr., Ph.D.

   Director, President and Chief Executive Officer (Principal Executive Officer)   July 30, 2014

/s/ Linda C. Bain

Linda C. Bain

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  July 30, 2014

*

Mark S. Blumenkranz, M.D.

   Chairman of the Board   July 30, 2014

*

John P. McLaughlin

   Director   July 30, 2014

*

Steven D. Schwartz, M.D.

   Director   July 30, 2014

*

Paul D. Wachter

   Director   July 30, 2014

 

 

 

* By:  

    /s/ Linda C. Bain

 

    Attorney-in-Fact

 


EXHIBIT INDEX

 

 

 

EXHIBIT NUMBER

  

DESCRIPTION

  5.1    Opinion of Latham & Watkins LLP.
23.1    Consent of independent registered public accounting firm.
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*    Power of Attorney.

 

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-197133), originally filed with the Securities and Exchange Commission on June 30, 2013 and incorporated by reference herein.