Attached files
file | filename |
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EX-5.1 - EX-5.1 - Adverum Biotechnologies, Inc. | d846741dex51.htm |
EX-23.1 - EX-23.1 - Adverum Biotechnologies, Inc. | d846741dex231.htm |
As filed with the Securities and Exchange Commission on January 7, 2015.
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 OBrien Drive, Suite A
Menlo Park, CA 94025
(650) 272-6269
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Thomas W. Chalberg, Jr., Ph.D.
President and Chief Executive Officer
Avalanche Biotechnologies, Inc.
1035 OBrien 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. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
Hans P. Hull Senior Vice President, Business Operations Avalanche Biotechnologies, Inc. 1035 OBrien 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 333-201032
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 |
PROPOSED AGGREGATE PER SHARE(2) |
PROPOSED OFFERING PRICE(2) |
AMOUNT OF REGISTRATION FEE | ||||
Common Stock, $0.0001 par value per share |
459,375 | $59.00 | $27,103,125 | $3,150(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. 333-201032). |
(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 $135,516,000 on a Registration Statement on Form S-1 (File No. 333-201032), which was declared effective by the Securities and Exchange Commission on January 7, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $27,103,125 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. 333-201032), 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 January 7, 2015, 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 January 7, 2015.
AVALANCHE BIOTECHNOLOGIES, INC. | ||
By: | /s/ Thomas W. Chalberg, Jr. | |
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. Thomas W. Chalberg, Jr., Ph.D. |
Director, President and Chief Executive Officer (Principal Executive Officer) |
January 7, 2015 | ||
/s/ Linda C. Bain Linda C. Bain |
Chief Financial Officer (Principal Financial and Accounting Officer) |
January 7, 2015 | ||
* |
Chairman of the Board | January 7, 2015 | ||
Mark S. Blumenkranz, M.D. | ||||
* John P. McLaughlin |
Director | January 7, 2015 | ||
* Steven D. Schwartz, M.D. |
Director | January 7, 2015 | ||
* |
Director | January 7, 2015 | ||
Paul D. Wachter |
* By: | /s/ Linda C. Bain | |
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 Registrants Registration Statement on Form S-1, as amended (File No. 333-201032), originally filed with the Securities and Exchange Commission on December 18, 2014 and incorporated by reference herein. |