Current Report Filing (8-k)
September 07 2017 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 7, 2017
Date of Report (Date of earliest event reported)
Adverum
Biotechnologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36579
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20-5258327
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1035 OBrien Drive
Menlo Park, CA 94025
(Address of principal executive offices, including zip code)
(650) 272-6269
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☒
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 7, 2017, the Board of Directors (the
Board
) of Adverum Biotechnologies, Inc., upon the recommendation of
the Nominating and Corporate Governance Committee of the Board, increased the size of the Board to eight members and appointed Eric G. Carter, M.D., Ph.D. to the Board to fill the newly created directorship, effective immediately. Dr. Carter
will serve as a Class I director of Adverum, to hold office until Adverums 2018 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The Board has determined that
Dr. Carter satisfies the applicable independence requirements of the NASDAQ Listing Rules.
Dr. Carter was also appointed to the
compensation committee and the nominating and corporate governance committee of the Board. The Board has determined that Dr. Carter satisfies all applicable requirements to serve on such committees.
Dr. Carter, age 65, is a pharmaceutical industry executive with over 20 years of global research and development experience in multiple
therapeutic areas. Most recently, Dr. Carter served as senior vice president, chief medical officer, and global head of clinical and non-clinical development of Allergan from 2011 through a period of significant growth until its acquisition by
Actavis Pharmaceuticals in 2015. Prior to Allergan, Dr. Carter served as chief scientific officer, head of research and development, and chief medical officer of King Pharmaceuticals from 2007 until the company was acquired by Pfizer in 2011.
From 2001 to 2007, he worked for GlaxoSmithKline in positions of increasing responsibility within the global clinical development and medical affairs areas. After serving in academia at the University of North Carolina School of Medicine, the UCLA
Fielding School of Public Health, and the University of California at Berkeley, Dr. Carter began his pharmaceutical career at Pharmacia in 1993. He earned a B.Sc. in Biochemistry from the University of London, a Ph.D. in Biochemistry from the
University of Cambridge, and an M.D. from the University of Miami School of Medicine. Dr. Carter currently serves as the chairman of the scientific advisory board at Bioniz Therapeutics.
On the date of his appointment to the Board, Dr. Carter was granted initial equity awards consisting of an option to purchase 69,000
shares of Adverums common stock and 48,000 restricted stock units pursuant to Adverums 2014 Equity Incentive Award Plan. One-third of the shares subject to the option and the restricted stock units vest on each anniversary of the grant
date, subject to Dr. Carters continued service to Adverum on each such vesting date.
As a non-employee director,
Dr. Carter will receive compensation in the same manner as Adverums other non-employee directors, including an annual equity award, as described in Adverums definitive proxy statement for the 2017 Annual Meeting of Stockholders,
filed with the Securities and Exchange Commission on April 26, 2017. Additionally, Adverum and Dr. Carter will enter into an indemnification agreement in substantially the same form that Adverum has entered into with each of its existing
directors. The form of such indemnification agreement was previously filed by Adverum as an exhibit to its Registration Statement on Form S-1 (File No. 333-197133) filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ADVERUM BIOTECHNOLOGIES, INC.
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Date: September 7, 2017
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By:
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/s/ Leone Patterson
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Leone Patterson, Chief Financial Officer
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