S-8

As filed with the Securities and Exchange Commission on August 11, 2022

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

Amended and Restated 2014 Employee Stock Purchase Plan

(Full title of the plans)

Peter Soparkar

Chief Legal Officer

Adverum Biotechnologies, Inc.

100 Cardinal Way

Redwood City, CA 94063

(650) 656-9323

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

Copies to:

Kenneth Guernsey

Cooley LLP

3 Embarcadero Center, 20^th Floor

San Francisco, CA 94111-4004

(415) 693-2000

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 June 10, 2022, Adverum’s stockholders approved the amendment and restatement of the Adverum Biotechnologies, Inc. 2014 Employee Stock Purchase Plan (“2014 ESPP”) to increase the number of shares of Common Stock reserved for issuance under the 2014 ESPP by 5,800,000 shares. Accordingly, this Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “SEC”) to register an additional 5,800,000 shares of Common Stock for future issuance under the 2014 ESPP. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the SEC on October  14, 2014 (File No. 333-199296) and subsequent Registration Statements on Form S-8 were filed with the SEC on April 14, 2015 (File No. 333-203398), May 18, 2016 (File No. 333-211439), June  2, 2017 (File No. 333-218465), March  23, 2018 (File No.  333-223894), March 7, 2019 (as amended by  Post-Effective Amendment No. 1 thereto filed on March  12, 2019 (File No. 333-230138)), March  12, 2020 (File No. 333-237136), and March  1, 2021 (File No. 333-253727). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statements.

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 SEC and the instructions to Form S-8, such documents are not being filed with the SEC 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 statements on Form S-8 relating to the 2014 ESPP, previously filed with the SEC on October 14, 2014 (File No. 333-199296), April  14, 2015 (File No. 333-203398), May  18, 2016 (File No. 333-211439), June  2, 2017 (File No. 333-218465), March  23, 2018 (File No.  333-223894), March 7, 2019 (as amended by  Post-Effective Amendment No. 1 thereto filed on March  12, 2019 (File No. 333-230138)), March  12, 2020 (File No. 333-237136), and March  1, 2021 (File No. 333-253727);

• our Annual Report on Form 10-K for the year ended December 31, 2021 which was filed with the SEC on March  29, 2022, including the information incorporated by reference therein by our proxy statement for our 2022 Annual Meeting of Stockholders;

• our Quarterly Reports on Form 10-Q filed with the SEC on May  12, 2022, and August 11, 2022;

• our Current Reports on Form 8-K filed with the SEC on March  17, 2022, June  6, 2022, June  16, 2022, and July 6, 2022; 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, 2020, 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	Amended and Restated Certificate of Incorporation.	10-K	001-36579	3.1	March 9, 2017
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	Amended and Restated 2014 Employee Stock Purchase Plan.	10-Q	001-36579	10.4	August 11, 2022
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 August 11, 2022.

Adverum Biotechnologies, Inc.
By:	/s/ Laurent Fischer
	Laurent Fischer, M.D.
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurent Fischer and John Rakow, 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	President, Chief Executive Officer and Director	August 11, 2022
Laurent Fischer, M.D.	(Principal Executive Officer)
/s/  John Rakow	Acting Chief Financial Officer	August 11, 2022
John Rakow	(Principal Financial Officer)
/s/  Nancy Pecota	Principal Accounting Officer	August 11, 2022
Nancy Pecota
/s/  Patrick Machado	Chairman of the Board	August 11, 2022
Patrick Machado
/s/  Soo Hong	Director	August 11, 2022
Soo Hong
/s/  Mark Lupher	Director	August 11, 2022
Mark Lupher, Ph.D.
/s/  Rabia Gurses Ozden	Director	August 11, 2022
Rabia Gurses Ozden, M.D.

/s/  James Scopa	Director	August 11, 2022
James Scopa
/s/  Dawn Svoronos	Director	August 11, 2022
Dawn Svoronos
/s/  Reed Tuckson	Director	August 11, 2022
Reed Tuckson, M.D.
/s/  Scott Whitcup	Director	August 11, 2022
Scott Whitcup, M.D.

EX-5.1

Exhibit 5.1

Kenneth Guernsey

+1 415 693 2091

kguernsey@cooley.com

August 11, 2022

Adverum Biotechnologies, Inc.

100 Cardinal Way

Redwood City, CA 94063

Re: Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 5,800,000 shares (the “Shares”) of the Company’s Common Stock issuable pursuant to the Company’s Amended and Restated 2014 Employee Stock Purchase Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, the Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004

t: (415) 693-2000 f: (415) 693-2222 cooley.com

August 11, 2022

Page Two

Sincerely,

COOLEY LLP
By:	/s/ Kenneth Guernsey
	Kenneth Guernsey

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004

t: (415) 693-2000 f: (415) 693-2222 cooley.com

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Adverum Biotechnologies, Inc. Amended and Restated 2014 Employee Stock Purchase Plan of our report dated March 29, 2022, with respect to the consolidated financial statements of Adverum Biotechnologies, Inc., included in the Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

August 11, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Adverum Biotechnologies, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock	Other(2)	5,800,000(3)	$1.45(2)	$8,410,000.00	0.0000927	$779.61
Total Offering Amounts				–	$8,410,000.00	–	$779.61
Total Fees Previously Paid				–	–	–	–
Total Fee Offsets				–	–	–	–
Net Fee Due				–	–	–	$779.61

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

(2) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $1.45 per share, the average of the high and low prices of the Registrant’s Common Stock on August 4, 2022, as reported on The Nasdaq Global Market.

(3) Represents shares of Common Stock that were reserved for issuance pursuant to the Registrant’s Amended and Restated 2014 Employee Stock Purchase Plan.