ADVERUM BIOTECHNOLOGIES, INC. (NASDAQ:ADVM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d)
On April19, 2017 (the Effective Date), the Board of
Directors (the Board) of Adverum Biotechnologies, Inc.
(the Company) appointed Richard N. Spivey, Pharm.D., Ph.D.
to the Board, effective immediately. Dr.Spivey will serve as a
ClassIII director of the Company, to hold office until the
Companys 2017 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.Spivey
satisfies the applicable independence requirements of the NASDAQ
Listing Rules.
Dr.Spivey, age 67, has significant experience in research and
development at leading global pharmaceutical companies. Dr.Spivey
currently serves as a scientific advisor to the pharmaceutical
industry. From 2010 to 2015, Dr.Spivey served as senior vice
president of global regulatory affairs at Allergan, plc, a
publicly traded biopharmaceutical company. During his tenure, he
was responsible for pharmaceuticals, including the approvals of
Botox and Ozurdex, and medical devices. From 2002 to 2010,
Dr.Spivey worked with Meda AB, a pharmaceutical company, after
the acquisition of MedPointe Pharmaceuticals, serving as chief
scientific officer and head of research and development for both.
Earlier in his career, Dr.Spivey worked for Pharmacia Corporation
(now Pfizer, Inc.), a pharmaceutical company, Schering-Plough
Corporation (now Merck Co.), a pharmaceutical company,
Parke-Davis/Warner-Lambert (now Pfizer, Inc.), a pharmaceutical
company, and Boots Pharmaceuticals, Inc., a pharmaceutical
company. Dr.Spivey also serves as a member of the board of
directors of Inotek Pharmaceuticals Corporation, a publicly
traded biopharmaceutical company, where he is chairman of the
nominating and governance committee, since 2015. Dr.Spivey earned
a Ph.D. in Pharmacy Administration from the University of
Minnesota and a Pharm.D. from the University of Southern
California.
On the Effective Date, in connection with his appointment to the
Board, Dr.Spivey was granted an initial equity award valued at
$250,000, split equally in value between options and restricted
stock units. The number of options and restricted stock units
awarded to Dr.Spivey were determined based on the closing price
of the Companys common stock on NASDAQ on the Effective Date.
One-third of the shares subject to the options and restricted
stock units vest and become exercisable on each anniversary of
the Effective Date, subject to Dr.Spiveys continued service to
the Company on each such vesting date.
As a non-employee director, Dr.Spivey will receive compensation
in the same manner as the Companys other non-employee directors,
including an annual equity award. Additionally, the Company and
Dr.Spivey will enter into an indemnification agreement in
substantially the same form that the Company has entered into
with each of the Companys existing directors. The form of such
indemnification agreement was previously filed by the Company as
an exhibit to its Registration Statement on Form S-1 (File
No.333-197133) filed with the Securities and Exchange Commission.
Dr.Spivey was also appointed the chairman of the nominating and
governance committee of the Board and appointed to the audit
committee of the Board. The Board has determined that Dr.Spivey
satisfies all applicable requirements to serve on such
committees.
There are no arrangements or understandings between Dr.Spivey and
any other persons to which he was appointed as a member of the
Board. There are no family relationships between Dr.Spivey and
any director, executive officer or any other person nominated or
chosen by the Company to become a director or executive officer.
There are no related person transactions (within the meaning of
Item404(a) of Regulation S-K promulgated by the Securities and
Exchange Commission) between Dr.Spivey and the Company.
The Company plans to notify the NASDAQ Stock Market that, as a
result of Dr.Spiveys appointment to the Board and audit
committee, the Company has regained compliance with NASDAQ
Listing Rule 5605(b)(1), which requires that the majority of the
board be composed of independent directors, and NASDAQ Listing
Rule 5605(c)(2)(A), which requires that the audit committee of
the Board be comprised of at least three directors who meet
certain independence and other requirements.
Item7.01 Regulation FD Disclosure.
On April20, 2017, the Company issued a press release (the
Appointment Press Release) announcing the Boards
appointment of Dr.Spivey to the Board, as chairman of the
nominating and governance committee of the Board, and as a member
of the audit committee of the Board. A copy of the Appointment
Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated by reference in this Item 7.01.
The information set forth in this Item 7.01 and Exhibit 99.1
attached hereto is intended to be furnished and shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any other 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.
Item9.01 Financial Statements and Exhibits
(d)Exhibits
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ExhibitNo. |
Description |
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| 99.1 | Appointment Press Release, dated April20, 2017. |
About ADVERUM BIOTECHNOLOGIES, INC. (NASDAQ:ADVM)
Adverum Biotechnologies, Inc., formerly Avalanche Biotechnologies, Inc., is a gene therapy company. The Company is engaged in discovering and developing medicines to patients suffering from chronic or debilitating disease. The Company operates and manages its business in the segment of developing and commercializing gene therapeutics. It focuses on diseases with unmet medical need, including ophthalmic diseases, such as wet age-related macular degeneration (AMD), as well as rare genetic diseases. The Company’s product candidates include AVA-101 and AVA-201 for treatment of Wet AMD; AVA-322 and AVA-323 for the treatment of Color Vision Deficiency, and AVA-311 for the treatment of Juvenile X-linked Retinoschisis. It has generated human proof-of-concept data for AVA-101 in a Phase I trial with over eight wet AMD subjects conducted at Lions Eye Institute (LEI) in Australia. It is developing AVA-322 and AVA-323 for the treatment of color vision deficiency (CVD). ADVERUM BIOTECHNOLOGIES, INC. (NASDAQ:ADVM) Recent Trading Information
ADVERUM BIOTECHNOLOGIES, INC. (NASDAQ:ADVM) closed its last trading session 00.00 at 2.60 with 344,457 shares trading hands.