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Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 19, 2021

Date of Report (Date of earliest event reported)



Adverum Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-36579   20-5258327

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

800 Saginaw Drive

Redwood City, CA 94063

(Address of principal executive offices, including zip code)

(650) 656-9323

(Registrant’s telephone number, including area code)


(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 obligations 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





Name of each exchange

on which registered

Common Stock   ADVM   Nasdaq Global 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.  ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2020, the Board of Directors (the “Board”) of Adverum Biotechnologies, Inc., upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board to eleven members and appointed Dr. Reed Tuckson to the Board to fill the newly created directorship, effective immediately. Dr. Tuckson will serve as a Class I director of Adverum, to hold office until Adverum’s 2021 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. Tuckson satisfies the applicable independence requirements of the Nasdaq Listing Rules.

On the date of his appointment to the Board, Dr. Tuckson received an option to purchase 45,000 shares of Adverum’s common stock pursuant to Adverum’s 2014 Equity Incentive Award Plan. One-third of the shares subject to the option vest on each anniversary of the grant date, subject to Dr. Tuckson’s continued service to Adverum on each such vesting date.

Dr. Tuckson will participate in Adverum’s standard compensation program for non-employee directors. Under the policy, non-employee directors receive an annual cash retainer of $40,000 (plus additional amounts for committee service), an initial grant of a stock option upon joining the Board (described above), and an annual stock option covering 30,000 shares of common stock.

Additionally, Adverum and Dr. Tuckson will enter into an indemnification agreement in substantially the same form that Adverum has entered into with each of its existing directors.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 22, 2021   By:  

/s/ Laurent Fischer

    Laurent Fischer, Chief Executive Officer