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.
In connection with the Merger, AVRO held a special meeting of its stockholders on June 11, 2024 (the “Special Meeting”), at which AVRO’s stockholders approved effecting a reverse stock split of AVRO’s issued common stock at a ratio in the range between 1:3 and 1:30, inclusive, with the final ratio and effectiveness of all other ratios of such amendment and the abandonment of such amendment to be mutually agreed by the board of directors of AVRO and the board of directors of Tectonic prior to the effective time (the “Reverse Stock Split”). AVRO’s board of directors previously approved, subject to AVRO’s stockholder approval of the Reverse Stock Split at the Special Meeting, a final ratio of 1-for-12 for the Reverse Stock Split.
The closing of the Merger is anticipated to take place on or around June 18, 2024. On June 18, 2024, prior to the closing of the Merger, AVRO will file a certificate of amendment to AVRO’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 4:00 p.m. Eastern Time on June 18, 2024 (the “Effective Time”).
As of the Effective Time, each 12 shares of AVRO common stock, par value $0.0001, per share of AVRO (“Common Stock”) outstanding immediately prior to the Effective Time will be combined and reclassified, automatically and without any action on the part of AVRO or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, if upon aggregating all of the shares of Common Stock held by a record holder immediately following the Reverse Stock Split such holder would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, the Company shall pay in cash (without interest) to each such holder an amount equal to the product of such resulting fractional interest in one share of Common Stock multiplied by the closing trading price on the Nasdaq Stock Market LLC of a share of Common Stock on the last trading day immediately prior to the date on which the Effective Time occurs (with such price proportionately adjusted to give effect to the Reverse Stock Split).
The Common Stock will commence trading on a split-adjusted basis, under the ticker symbol “TECX,” at the open of trading on June 20, 2024, at which time the Common Stock will be represented by a new CUSIP number 878972108. The par value per share of the Common Stock will remain unchanged.
In addition, effective as of the Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made in accordance with the terms of the Amended and Restated 2015 Stock Option and Grant Plan, 2018 Stock Option and Incentive Plan, 2018 Employee Stock Purchase Plan, 2019 Inducement Plan, and 2020 Inducement Plan, each, as amended from time to time (collectively, the “Plans”), with respect to the number of shares subject to outstanding equity awards, the per-share exercise or purchase price (if any) with respect to those awards, and the number of shares of Common Stock reserved for future issuance under the Plans.