Adverum Biotechnologies, Inc. (NASDAQ:ADVM) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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Adverum Biotechnologies, Inc. (NASDAQ:ADVM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On May1, 2019, Adverum Biotechnologies, Inc. (the Company) entered into a cooperation agreement (the Agreement) with The Sonic Fund II, L.P. and Lawrence Kam (together, Sonic). In connection with the negotiation of the Agreement, the Company and Sonic worked together to identify and appoint to the Board of Directors of the Company (the Board) three mutually acceptable candidates. to the Agreement, the Company agreed:

Sonic has agreed to certain customary standstill provisions, and the Company and Sonic have agreed to customary non-disparagement provisions, that would be in effect until 11:59 p.m., Pacific Time, on the date that is 30 days prior to the deadline established to the Companys Bylaws for stockholders to deliver notice to the Company of non-proxy access director nominations to be brought before the 2021 annual meeting of stockholders of the Company. Sonic has also agreed to vote all shares of common stock of the Company that it or certain of its affiliates have the right to vote in favor of the election of directors nominated and recommended by the Board for election at the 2019 annual meeting of stockholders.

A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

On May1, 2019, upon recommendation of the Boards Nominating and Corporate Governance Committee (the NCG Committee), the Board:

Concurrently, Paul Cleveland, who previously served as Chair of the Board, resigned from the Board, effective immediately. Mr.Clevelands resignation did not result from any disagreement with the Company on any matter relating to the Companys operations, policies or practices. The Board wishes to thank Mr.Cleveland for his many years of service to the Company.

It is anticipated that Ms.Hemrajani and Mr.Scopa will be appointed to the Audit Committee of the Board at a later time.

Each of the foregoing new directors will participate in the Companys standard compensation program for non-employee directors, which was filed as Exhibit 10.50 to the Companys Amendment No.1 to Annual Report on Form 10-K/A for the year ending December31, 2018, which was filed with the Securities and Exchange Commission on April30, 2019.

The description of the terms of the Agreement set forth in Item 1.01 above are incorporated into this Item 1.01 by reference.

Item 1.01 Financial Statements and Exhibits.

Cooperation Agreement, dated as of May 1, 2019, among Adverum Biotechnologies, Inc., The Sonic Fund II, L.P. and Lawrence Kam


Adverum Biotechnologies, Inc. Exhibit
EX-10.1 2 d693422dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”),…
To view the full exhibit click here

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).