As filed with the Securities and Exchange Commission on June 20, 2025

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-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)
100 Cardinal Way Redwood City, California		94063
(Address of registrant’s principal executive offices)		Zip code

 

 

2024 Equity Incentive Award Plan, as amended and restated

(Full title of the plans)

 

 

Linda Rubinstein

Chief Financial Officer

Adverum Biotechnologies, Inc.

100 Cardinal Way

Redwood City, California 94063

(650) 656-9323

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

 

 

Copies to:

Jason Kent

Julia Boesch

Cooley LLP

55 Hudson Yards

New York, NY 10001

(212) 479-6000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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” in Rule 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. ☐

 

Explanatory Note

On April 16, 2025, the Board of Directors of Adverum Biotechnologies, Inc., a Delaware corporation (the “Registrant”), approved the amendment and restatement of the Adverum Biotechnologies, Inc. 2024 Equity Incentive Award Plan (the “2024 Plan”), subject to approval by stockholders at the Registrant’s 2025 annual meeting of stockholders to increase the number of shares of common stock, par value $0.0001 per share, of the Registrant (the “Common Stock”), reserved for issuance under the 2024 Plan by 2,100,000 shares. On June 17, 2025, the Registrant’s stockholders approved the amendment and restatement of the 2024 Plan.

Accordingly, this Registration Statement on Form S-8 (this “Registration Statement”) registers an additional 2,100,000 shares of Common Stock that may be issued and sold under the 2024 Plan. Pursuant to General Instruction E of Form S-8, this registration statement incorporates by reference the contents of the registration statement on Form S-8 relating to the 2024 Plan filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on June 28, 2024 (File No. 333-280567).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act, and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

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 statement on Form S-8 relating to the 2024 Plan, previously filed with the SEC on June 28, 2024 (File No. 333-280567);

 

•

our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 15, 2025;

 

•

the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December  31, 2024 from our Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 28, 2025;

 

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the SEC on May 14, 2025;

 

•

our Current Reports on Form 8-K filed with the SEC on March  31, 2025 and June 18, 2025, to the extent the information in such reports is filed and not furnished; and

 

•

the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on July  28, 2014, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.2 to our Annual Report for the year ended December 31, 2021, which was filed with the SEC on March 1, 2021.

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 Form 8-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

Restated Certificate of Incorporation.

10-Q

001-36579

3.1

November 4, 2024

4.2

Amended and Restated Bylaws.

8-K

001-36579

3.1

June 29, 2020

5.1

Opinion of Cooley LLP.

X

23.1

Consent of Independent Registered Public Accounting Firm.

X

23.2

Consent of Cooley LLP (included in Exhibit 5.1).

X

24.1

Power of Attorney (included on signature page hereto).

X

99.1

2024 Equity Incentive Award Plan, as amended and restated.

X

107

Filing Fee Table.

X

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 Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California on June 20, 2025.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurent Fischer and Linda Rubinstein, and each one of them, his or her true and lawful attorney-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 Form S-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 said attorneys-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 said attorneys-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/ Laurent Fischer Laurent Fischer, M.D.		President, Chief Executive Officer and Director (Principal Executive Officer)		June 20, 2025
/s/ Linda Rubinstein Linda Rubinstein		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		June 20, 2025
/s/ Patrick Machado Patrick Machado		Chairman of the Board		June 20, 2025
/s/ Soo Hong Soo Hong		Director		June 20, 2025
/s/ Szilárd Kiss Szilárd Kiss, M.D.		Director		June 20, 2025
/s/ Mark Lupher Mark Lupher, Ph.D.		Director		June 20, 2025

/s/ C. David Nicholson C. David Nicholson, Ph.D.		Director		June 20, 2025
/s/ James Scopa James Scopa		Director		June 20, 2025
/s/ Dawn Svoronos Dawn Svoronos		Director		June 20, 2025
/s/ Reed Tuckson Reed Tuckson, M.D.		Director		June 20, 2025
/s/ Scott Whitcup Scott Whitcup, M.D.		Director		June 20, 2025