8-K

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

Date of Report (Date of earliest event reported): June 11, 2024

AVROBIO, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38537

81-0710585

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Broadway

14^th Floor

Cambridge, MA 02142

(Address of principal executive offices, including zip code)

(617) 914-8420

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

AVRO

Nasdaq Global Select Market

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. ☐

As previously disclosed, on January 30, 2024, AVROBIO, Inc., a Delaware corporation (“AVRO” or the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among AVRO, Alpine Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of AVRO (“Merger Sub”), and Tectonic Therapeutic, Inc., a Delaware corporation (“Tectonic”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tectonic (the “Merger”), with Tectonic continuing as a wholly owned subsidiary of AVRO and the surviving corporation of the Merger.

Item 5.07

Submission of Matters to a Vote of Security Holders

In connection with the Merger, AVRO held a special meeting of its stockholders on June 11, 2024 (the “Special Meeting”), at which the Company’s stockholders voted on the proposals set forth below relating to the Merger Agreement. The proposals are described in detail in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024 (as amended or supplemented thereafter) (the “Proxy Statement”) and first mailed to the Company’s stockholders on May 3, 2024. The final voting results regarding each proposal are set forth below. There were 44,887,995 shares of the Company’s common stock outstanding and entitled to vote on April 29, 2024, the record date for the Special Meeting, and 32,156,750 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

Proposal No. 1. Approval of (i) the issuance of shares of AVRO common stock, which will represent more than 20% of the shares of AVRO common stock outstanding immediately prior to the Merger, to stockholders of Tectonic pursuant to the terms of the Merger Agreement and (ii) the change of control of AVRO resulting from the Merger pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively (the “Nasdaq Stock Issuance Proposal” or “Proposal No. 1”).

SEC Form 8-K filed by AVROBIO Inc.