SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Adverum Biotechnologies, Inc. – ‘PREM14A’ for 3/18/16

On:  Friday, 3/18/16, at 4:47pm ET   ·   For:  3/18/16   ·   Accession #:  1193125-16-510440   ·   File #:  1-36579

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/18/16  Adverum Biotechnologies, Inc.     PREM14A     3/18/16    1:2.7M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Merger Proxy Statement                  HTML   1.90M 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Avalanche Biotechnologies, Inc.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

PRELIMINARY PROXY MATERIAL SUBJECT TO COMPLETION

AVALANCHE BIOTECHNOLOGIES, INC.

1035 O’Brien Drive, Suite A

Menlo Park, CA

[●], 2016

To the Stockholders of Avalanche Biotechnologies, Inc.:

On behalf of the board of directors of Avalanche Biotechnologies, Inc. (“Avalanche,” the “Company,” “we,” “us” or “our”), we cordially invite you to attend the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), which will be held on [●], 2016 at [●], at the [●].

As previously announced, Avalanche, Annapurna Therapeutics SAS (“Annapurna”), the shareholders of Annapurna (the “Annapurna Shareholders”), and Shareholder Representative Services LLC, acting as the representative of the Annapurna Shareholders, have entered into an Acquisition Agreement, dated January 29, 2016 (as such agreement may be amended from time to time, the “Acquisition Agreement”), pursuant to which (i) Avalanche will acquire from the Annapurna Shareholders all of the issued and outstanding shares of capital stock of Annapurna, in exchange for (x) 13,135,189 newly issued shares of our common stock plus (y) any additional number of newly issued shares of our common stock to be exchanged for shares of Annapurna issued in connection with any exercise of outstanding options or other rights to purchase capital stock of Annapurna (the “Annapurna Options”) prior to or concurrently with the closing of the transaction (collectively, the “New Avalanche Shares”) and (ii) the Annapurna Options will be exchanged for options relating to approximately 4.7 million shares of our common stock (as may be reduced to reflect any exercise of Annapurna Options prior to or concurrently with the closing of the transaction) (collectively, the “Transaction”). If the Transaction is completed, Annapurna will be a wholly-owned subsidiary of Avalanche, the Annapurna Shareholders will own approximately 37.5% of Avalanche common stock and existing Avalanche stockholders will own approximately 62.5% of Avalanche common stock (inclusive of shares of our common stock underlying vested and unvested options, as calculated on a treasury stock method basis as of January 28, 2016). Completion of the proposed Transaction is subject to satisfaction or waiver of customary closing conditions, including approval by our stockholders of the issuance of the New Avalanche Shares to the Annapurna Shareholders (the “Stock Issuance”).

At the 2016 Annual Meeting, you will be asked to consider and vote upon the following proposals:

The Transaction cannot be completed unless the proposal to approve the Stock Issuance receives the affirmative vote of a majority of votes cast in person or by proxy (excluding “abstentions” or “broker non-votes”).

After careful consideration, our board of directors (our “Board”) unanimously approved the Acquisition Agreement and the Transaction. Our Board has determined and believes that each of the proposals outlined above is advisable to, and in the best interests of, Avalanche and its stockholders and has approved each such proposal. Our Board recommends that Avalanche stockholders vote “FOR” each such proposal.

Table of Contents

The proxy statement accompanying this letter provides you with more specific information concerning the Acquisition Agreement, the Transaction, the Stock Issuance and the proposals to be voted on at the 2016 Annual Meeting. We encourage you to carefully read the accompanying proxy statement and the copy of the Acquisition Agreement attached as Annex A thereto. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 14.

It is very important that your vote be represented at the 2016 Annual Meeting, regardless of the number of shares of our common stock that you own. Even if you plan to attend the 2016 Annual Meeting, we urge you to submit your vote promptly.

If you own shares of record, you will find enclosed a proxy and voting instruction card or cards and an envelope in which to return the card(s). Whether or not you plan to attend the 2016 Annual Meeting, please sign, date and return your enclosed proxy and voting instruction card(s), or vote over the phone or internet, as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You can revoke your proxy before the 2016 Annual Meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to revoke your proxy on page 27 of the enclosed proxy statement.

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted with respect to the proposals relating to the Stock Issuance, the election of directors and any adjournment of the 2016 Annual Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitation agent:

Morrow & CO, LLC

470 West Avenue

Stamford, CT 06902

800-662-5200

Thank you for your cooperation and continued support. I look forward to seeing you at the 2016 Annual Meeting.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the proposed Stock Issuance or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2016 and is first being mailed to our stockholders on or about [●], 2016.

Table of Contents

PRELIMINARY PROXY MATERIAL SUBJECT TO COMPLETION

AVALANCHE BIOTECHNOLOGIES, INC.

1035 O’Brien Drive, Suite A

Menlo Park, CA

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

Menlo Park, California

[●], 2016

Table of Contents

ADDITIONAL INFORMATION

Additional business and financial information about Avalanche can be found in documents previously filed by us with the U.S. Securities and Exchange Commission, which we refer to as the “SEC”. This information is available to you without charge at the SEC’s website at www.sec.gov. In addition to receiving the proxy statement from Avalanche in the mail or obtaining the information on the SEC’s website, our stockholders will also be able to obtain the proxy statement, free of charge, from us by requesting copies in writing using the following contact information:

Avalanche Biotechnologies, Inc.

Attn: Corporate Secretary

1035 O’Brien Drive, Suite A

Menlo Park, CA 94025

You may also request additional copies from our proxy solicitor, Morrow & Co., LLC (“Morrow”), using the following contact information:

470 West Avenue

Stamford, CT 06902

800-662-5200

See “Where You Can Find Additional Information” beginning on page 142 for more information about the documents previously filed by us with the SEC and incorporated herein by reference.

Except as otherwise specifically noted in this proxy statement, “Avalanche”, “we”, “our”, “us” and similar words refer to Avalanche Biotechnologies, Inc., including, in certain cases, our subsidiaries. Throughout this proxy statement, we refer to Annapurna Therapeutics SAS as “Annapurna” and we refer to the Acquisition Agreement, dated as of January 29, 2016, by and among Annapurna, Avalanche, the shareholders of Annapurna and Shareholder Representative Services LLC, acting as the representative of those shareholders of Annapurna, as it may be amended from time to time, as the “Acquisition Agreement”.

In addition, throughout this proxy statement, we refer to the shareholders of Annapurna party to the Acquisition Agreement as the “Annapurna Shareholders” and we refer to transactions contemplated by the Acquisition Agreement, including the acquisition by Avalanche of all outstanding capital stock of Annapurna and the issuance of Avalanche common stock to the Annapurna Shareholders, as, collectively, the “Transaction”.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

i

Table of Contents

ii

Table of Contents

iii

Table of Contents

iv

Table of Contents

v

Table of Contents

vi

Table of Contents

vii

Table of Contents

viii

Table of Contents

ix

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

MARKET PRICE AND DIVIDEND INFORMATION

Avalanche’s common stock trades on NASDAQ under the symbol “AAVL”. The table below provides the high and low closing prices of our common stock for the periods indicated, as reported by NASDAQ. Annapurna is a private company and its common and preferred stock are not publicly traded.

Avalanche Common Stock

On January 28, 2016, the last trading day prior to our Board’s approval of the Acquisition Agreement, the reported closing price for our common stock was $5.84 per share. On [●], 2016, the latest practicable trading date before the filing of this proxy statement, the reported closing price for our common stock was $[●]. You are encouraged to obtain current market quotations for shares of our common stock in connection with voting your shares of our common stock.

As of the close of business on the Record Date, there were [●] shares of our common stock outstanding and entitled to vote, held by [●] stockholders of record. The number of holders is based upon the actual number of holders registered in our records at such date and excludes holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

Dividend Policy

We have never declared or paid any cash dividend on our common stock and do not currently intend to do so for the foreseeable future. Annapurna has never paid or declared any cash dividends on its common stock.

13

Table of Contents

RISK FACTORS

If the Transaction is consummated, the combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement, you should carefully consider the risks described below before deciding how to vote your shares of common stock. In addition, you should read and consider the risks associated with the business of Avalanche because these risks may also affect the combined company—these risks can be found in Avalanche’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 3, 2016, which is incorporated by reference into this proxy statement. You should also read and consider the other information in this proxy statement and the other documents incorporated by reference into this proxy statement. Please see the section entitled “Where You Can Find Additional Information” beginning on page 142.

Risks Related to the Proposed Transaction

The announcement and pendency of the Transaction could have an adverse effect on our stock price, business, financial condition, results of operations and prospects.

The announcement and pendency of the Transaction could disrupt our business in a number of ways, which may include the following, among others:

Should they occur, any of these matters could adversely affect our stock price or harm our business, financial condition, results of operations and prospects.

Failure to complete the Transaction could negatively impact our stock price and/or our business, financial condition, results of operations and prospects.

Completion of the Transaction is conditioned upon the satisfaction of certain customary closing conditions, including approval by our stockholders of the issuance of the shares of our common stock as consideration, the absence of any law or order preventing the Transaction, receipt of all required government approvals, the accuracy of the representations and warranties of the parties, and compliance with the covenants of the parties. These conditions are described in more detail in the Acquisition Agreement, which is filed as Annex A hereto and incorporated herein by reference.

The required conditions to closing may not be satisfied in a timely manner, or at all, or, if permissible, waived. If the Transaction is not completed for these or any other reasons, our ongoing business may be adversely affected and will be subject to a number of risks and consequences, including the following:

14

Table of Contents

Furthermore, any delay in the completion of the Transaction, or any uncertainty about its completion, could have a material adverse effect on our stock price, business, financial condition, results of operations, prospects and cash flows.

Except in connection with the exercise of Annapurna Options, there will be no adjustments to the number of shares of our common stock that will be issued upon the completion of the Transaction, and therefore if the market price of our common stock increases prior to the completion of the Transaction, the fair value of the purchase price for Annapurna will increase correspondingly.

The number of shares of our common stock to be issued in connection with the Transaction will not be adjusted in the event of any increase or decrease in the market price of our common stock before the closing of the Transaction. As a result, the value of our shares, as reflected in the market price of our common stock, may be substantially higher at the time of the closing of the Transaction than the value at the time our Board approved the Transaction and the Acquisition Agreement. The market price of our common stock may fluctuate due to, among other things, changes in our business, operations or prospects, market assessments of the likelihood of completion of the Transaction, the timing of the completion of the Transaction, investors’ views of the prospects for the combined entity, general market and economic conditions, and other factors.

While the Transaction is pending, we will be subject to contractual limitations that could adversely affect our business.

The Acquisition Agreement restricts us from taking certain specified actions while the Transaction is pending without Annapurna’s consent, including incurring or guaranteeing indebtedness, making capital expenditures in excess of $250,000, acquiring any material assets or selling, leasing or otherwise disposing of any assets or properties, and selling, transferring, licensing or otherwise disposing of any of our intellectual property, subject to certain exceptions in the ordinary course of business. These restrictions may prevent us from pursuing otherwise attractive business opportunities that may arise and making other changes to our business prior to the closing of the Transaction or termination of the Acquisition Agreement.

The Acquisition Agreement restricts our ability to pursue certain alternatives to the Acquisition and requires us to pay a reverse termination fee to Annapurna if we do.

The Acquisition Agreement contains non-solicitation provisions that, subject to limited exceptions, restrict our ability to initiate, solicit or encourage or take any action to discuss or accept a competing third-party proposal. Although our Board is permitted to change its recommendation that stockholders approve the matters relating to the Transaction if it determines in good faith that this action is reasonably likely to be required to comply with its fiduciary duties and certain other conditions, doing so in certain situations would require us to pay a reverse termination fee to Annapurna of $4.0 million. Furthermore, we will have to pay a reverse termination fee of $6.0 million (less the $4.0 million fee described above, if paid) if the agreement is terminated due to our Board making such change in recommendation and either (i) we consummate within twelve months of such termination an alternative transaction that was publicly announced or communicated in writing to our Board prior to such termination or (ii) we consummate within six months of such termination an alternative transaction that is first publicly announced or otherwise communicated in writing to our Board following such termination while an alternative transaction described in the foregoing clause (i) remains outstanding and not withdrawn.

Additionally, these non-solicitation provisions could discourage a potential acquiror that might have an interest in acquiring all or a significant part of our company from considering or proposing that acquisition, or might result in a potential acquiror proposing to pay a lower per share price to acquire our company than it might otherwise have proposed to pay because of the added expense of the reverse termination fee that may become payable to Annapurna in certain circumstances.

We have incurred substantial expenses in connection with the Transaction.

We have incurred and will incur additional substantial expenses in connection with the Transaction, whether or not the Transaction is completed. These costs include fees for financial advisors, attorneys and accountants,

15

Table of Contents

filing fees and financial printing costs. If the Transaction is not consummated, we will be responsible for our own expenses, which are not reimbursable in the event the Transaction does not occur. Upon completion of the Transaction, the amount of transaction costs, including the amount of Annapurna’s transaction costs, will, in effect, reduce the cash reserves available for the combined company to pursue its plan of business.

Our directors and officers may have interests in the Transaction that are different from, or in addition to, those of our stockholders generally that may influence them to support or approve the Transaction.

Our officers and directors may have interests in the Transaction that are different from, or are in addition to, those of our stockholders. For example, upon the closing of the Transaction, we will grant Mr. Cleveland options under our 2014 Equity Incentive Plan to purchase 381,000 shares of our common stock with a per share exercise price equal to the closing sales price of our common stock on NASDAQ on the closing date. These differing or additional interests may influence our officers and directors to support or approve the Transaction.

Risks Related to the Combined Company if the Transaction is Completed

The Transaction, if successfully completed, will transform Avalanche from a company developing product candidates for the treatment of eye diseases into a gene therapy company with a diverse pipeline of gene therapy product candidates. We may encounter challenges in implementing this transformation and the integration of Avalanche and Annapurna that could adversely impact the business and operations of the combined company.

To date, all of our development efforts have been focused on developing product candidates for the treatment of eye diseases. Annapurna’s pipeline includes gene therapy product candidates designed to treat a range of diseases. The most advanced product candidate in Annapurna’s pipeline is ANN-001, which is designed to deliver alpha-1 antitrypsin protein (“A1AT”), in patients with A1AT deficiency, a rare genetic disorder which may result in serious respiratory disease in adults and, less commonly, liver disease at any age. Other product candidates in Annapurna’s pipeline are designed to treat patients with hereditary angioedema, Friedreich’s ataxia, and severe allergies. If the Transaction is consummated, we intend to continue to advance both our and Annapurna’s current development programs. As a result, we will transform from a company focused solely on gene therapy treatments for eye diseases to a gene therapy company with a diverse pipeline of product candidates.

This transformation into a diversified gene therapy company poses risks relating to implementing a new business and operational strategy, including the following:

Additionally, various decisions regarding management restructuring, operational staffing and reporting systems following the Transaction have not yet been finalized, and there can be no guarantee that Avalanche and Annapurna will operate successfully as a combined company. Integration of the two companies and consolidation of their operations will require considerable time and attention from management, which could result in the diversion of management resources from other important matters. Moreover, if the Transaction is consummated, we expect that Drs. Salzman and Russo will be based in Annapurna’s Philadelphia office and certain Annapurna operations will continue to be based in Annapurna’s Paris office. Their location outside of our Menlo Park headquarters may make their integration into our organization more challenging.

16

Table of Contents

If we are unable to successfully manage these or other risks and uncertainties relating to the combination of our and Annapurna’s businesses, there will likely be adverse impacts on the business and operations of the combined company.

All of our and Annapurna’s product candidates are still under preclinical development and may never advance to clinical testing or be successfully commercialized, which could materially and adversely impact the value of our common stock.

All of our and Annapurna’s product candidates are still under preclinical development and may never advance to clinical testing or be successfully commercialized. The failure to enter clinical development and ultimately successfully commercialize one or more of Annapurna’s current product candidates would significantly diminish the anticipated benefits of the Transaction and materially and adversely affect the business and prospects of the combined company. Consequently, we cannot assure you that our transformation into a diversified gene therapy company upon completion of the Transaction will be successful, and the Transaction could depress the value of our common stock.

Even if the Transaction is successful, we expect to continue to incur losses for the foreseeable future and might never achieve profitability.

Both Annapurna and we have incurred significant operating losses since inception, and, on a pro forma basis, the combined company incurred a net loss of $63.9 million for the year ended December 31, 2015. As of December 31, 2015 on a pro forma basis, the combined company had an accumulated deficit of $87.7 million. For more detail on the pro forma financials, see “Unaudited Pro Forma Condensed Combined Financial Statements Reflecting the Transaction” beginning on page 98 of this proxy statement.

If the Transaction is successful, we intend to continue to conduct our and Annapurna’s research and development, clinical testing, regulatory compliance activities, and, if any of our or Annapurna’s product candidates is approved, sales and marketing activities that, together with anticipated general administrative expenses, will likely result in us incurring significant losses for the next several years.

Neither Annapurna nor we currently generate any significant revenues, and the combined company may never be able to commercialize any of its product candidates. Neither Annapurna nor we have the required approvals to market any of its or our respective product candidates, and the combined company may never receive such approvals. The combined company may not be profitable even if it or any of its future development partners succeeds in commercializing any of its product candidates. Because of the numerous risks and uncertainties in developing and commercializing our and Annapurna’s product candidates, we are unable to predict the extent of any future losses or when the combined company could become profitable, if at all.

While we expect that, if the Transaction is successful, our cash and cash equivalents will be sufficient to fund the combined company for at least 36 months, we may need to obtain additional capital to fund the combined company’s operations. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate the product development efforts or other operations of the combined company.

Developing gene therapy products is expensive, and, if the Transaction is successful, we expect the research and development expenses of the combined company to increase substantially, particularly if we advance ANN-001, ANN-002 and other product candidates into clinical studies.

We expect that our cash and cash equivalents will be sufficient to fund the operations of the combined company through at least 36 months. However, this estimate is based on a number of assumptions that may prove to be wrong, and changing circumstances beyond our and Annapurna’s control may cause capital to be consumed more rapidly than currently anticipated. As a result, the operating plan of the combined company may change due to factors currently unknown to us and Annapurna, and we may need to seek additional funds sooner than planned, through collaboration agreements and public or private financings. Additional funding may not be

17

Table of Contents

available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. In addition, the issuance of additional shares by us, or the possibility of such issuance, may cause our market price to decline.

If we are unable to obtain funding on a timely basis, we will not be able to complete any future clinical trials for our product candidates and may be required to significantly curtail some or all of our activities.

Annapurna’s most advanced product candidate, ANN-001, and Annapurna’s other product candidates are designed to treat rare genetic disorders, and as a result, the combined company may find it difficult to enroll patients in future clinical studies for these product candidates. Failure to enroll a sufficient number of patients may delay or prevent clinical studies of these product candidates.

Annapurna intends to initiate clinical trials for its most advanced product candidate, ANN-001, in the second half of 2016 and accordingly, if the Transaction is successful, we expect ANN-001 to be the next product candidate of the combined company to enter clinical development. If the Transaction is completed, identifying and qualifying patients to participate in clinical studies of ANN-001 and Annapurna’s other product candidates will be critical to the success of the combined company. The timing of future clinical studies will depend on the speed at which we can recruit patients to participate in future testing of these product candidates. If patients are unwilling to participate in Annapurna’s gene therapy studies because of negative publicity from adverse events in the biotechnology or gene therapy industries or for other reasons, including competitive clinical studies for similar patient populations, the timeline for recruiting patients, conducting studies and obtaining regulatory approval of potential products may be delayed. These delays could result in increased costs, delays in advancing product development, delays in testing the effectiveness of Annapurna’s technology or failure to begin clinical studies altogether.

The combined company may not be able to identify, recruit and enroll a sufficient number of patients, or those with required or desired characteristics to achieve diversity in a study. In particular, each of the conditions for which Annapurna plans to evaluate its current product candidates are rare genetic disorders with limited patient pools from which to draw for clinical studies. ANN-001 is focused on the treatment of patients with A1AT deficiency. It is estimated that A1AT deficiency affects approximately 100,000 patients in the United States. ANN-002 is focused on the treatment of patients with hereditary angioedema (“HAE”). The prevalence of HAE is estimated to be 1 in 10,000 to 1 in 50,000, with approximately 10,000 patients diagnosed across major markets. ANN-003 is focused on the treatment of patients with Friedreich’s ataxia. It is estimated that Friedreich’s ataxia affects approximately 5,000 people in the United States and approximately 5,000 to 10,000 people in Europe. Annapurna plans to seek initial marketing approval of its product candidates in the United States and Europe and the combined company may not be able to initiate clinical studies if it cannot enroll a sufficient number of eligible patients to participate in the clinical studies required by the U.S. Food and Drug Administration (“FDA”) or the European Medicines Agency (“EMA”) or other regulatory agencies.

If we have difficulty enrolling a sufficient number of patients to conduct clinical studies on Annapurna’s product candidates as planned, the combined company may need to delay, limit or terminate future clinical studies, any of which would have an adverse effect on the business of the combined company.

Annapurna’s collaboration with Weill Cornell Medicine is crucial to its business. If Annapurna is unable to maintain this collaboration, or if this collaboration is not successful, the business of the combined company could be adversely affected.

Annapurna has licensed its most advanced product candidate, ANN-001, and two other product candidates, ANN-002, and ANN-004, from Weill Cornell Medicine (“Weill Cornell”). In addition, Annapurna relies on Weill Cornell to conduct preclinical development for its product candidates pursuant to a master services agreement. If Annapurna were to fail to comply with its obligations under any of these agreements and Weill Cornell were to terminate these licenses and/or its preclinical development services, then Annapurna’s pipeline of product candidates would be adversely affected.

18

Table of Contents

Furthermore, Weill Cornell may fail to properly maintain or defend the intellectual property Annapurna has licensed from them, leading to the potential invalidation of Annapurna’s intellectual property or subjecting the combined company to litigation or arbitration, any of which would be time-consuming and expensive. Additionally, in the event that Weill Cornell commits a material breach of any of these license or master service agreements, Annapurna’s only recourse is to terminate the agreement. If Annapurna terminates its collaboration with Weill Cornell, especially during its preclinical development phase, the development of Annapurna’s product candidates would be materially delayed or harmed.

If disputes with Weill Cornell prevent or impair Annapurna’s ability to maintain its current licensing and preclinical development arrangements on acceptable terms, Annapurna may be unable to successfully develop and commercialize the affected product candidates, and the business of the combined company could be materially harmed.

Because the target patient populations of Annapurna’s product candidates are relatively small, if the Transaction is successful, we must be able to successfully identify patients and achieve a significant market share to maintain profitability and growth. If the market opportunities for Annapurna’s product candidates are smaller than Annapurna believes they are, our revenues may be adversely affected and our business may suffer.

Annapurna focuses its research and product development on treatments for rare genetic and orphan diseases. Its projections of both the number of people who have these diseases, as well as the subset of people with these diseases who have the potential to benefit from treatment with its product candidates, are based on estimates. These estimates may prove to be incorrect and new studies may change the estimated incidence or prevalence of these diseases. The number of patients in the United States, Europe and elsewhere may turn out to be lower than expected, may not be otherwise amenable to treatment with Annapurna’s products, or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect its results of operations and its business.

Additionally, because Annapurna’s target patient populations are relatively small, the pricing and reimbursement of Annapurna’s product candidates, if approved, must be adequate to support commercial infrastructure. If the combined company is unable to obtain adequate levels of reimbursement, its ability to successfully market and sell its product candidates will be adversely affected. The manner and level at which reimbursement is provided for services related to Annapurna’s product candidates (e.g., for administration of Annapurna’s product to patients) is also important. Inadequate reimbursement for such services may lead to physician resistance and adversely affect the ability of the combined company to market or sell Annapurna’s products.

The Transaction will result in changes to our Board that may affect the combined company’s business strategy and operations.

If the Transaction is completed, our Board will expand to seven members, comprising our current directors (other than Paul D. Wachter) and three new directors. This newly composed board of directors of the combined company may effect business strategies and operating decisions with respect to the combined company that may have an adverse impact on the combined company’s business, financial condition and results of operations following the completion of the Transaction.

If the Transaction is completed, the future success of the combined company depends on its ability to retain key members of its management team.

If the Transaction is completed, the combined company will be highly dependent on principal members of its management team, which will include Drs. Salzman and Russo of Annapurna as described in more detail in the section of this proxy statement entitled “Directors and Executive Officers of Avalanche Following the Transaction” beginning on 95. The loss of the services of any member of the combined company’s management

19

Table of Contents

team may adversely impact the achievement of its objectives. While Avalanche has entered into employment agreements with Drs. Salzman and Russo, contingent upon completion of the Transaction, and with its other executive officers, any of them could leave the combined company’s employment at any time, as all employees are, and will be, “at will’ employees. The inability to recruit or loss of the services of any executive or key employee may impede the progress of the combined company’s research, development and commercialization objectives.

The ability of the combined company to use Annapurna’s net operating loss carryforwards may be limited.

Annapurna has incurred net operating losses in France every year since its inception in 2014, has never generated revenue from product sales, and may never be profitable. To the extent that the post-acquisition company continues to generate taxable losses, unused losses will carry forward to offset future taxable income in France, if any, unless such losses expire. Such losses may expire under certain conditions if, in particular, Annapurna’s activity, assets, revenues or staff change substantially, or if Annapurna becomes a party to certain forms of reorganizations. In any event, Annapurna’s ability to use these losses to offset future income in any given year is limited under current French tax law.

Current stockholders will have reduced ownership and voting interests after the Transaction.

We will issue to Annapurna’s shareholders approximately 17.6 million shares of our common stock (inclusive of shares of our common stock underlying vested and unvested options, as calculated on a treasury method basis) as consideration in the Transaction. Upon completion of the Transaction, our current stockholders will own approximately 62.5% of the common stock of the combined company and Annapurna shareholders will own approximately 37.5% of the common stock of the combined company (inclusive of shares of our common stock underlying vested and unvested options, calculated on a treasury stock method basis as of January 28, 2016). As a result, the ownership and voting interests in Avalanche of our current stockholders will be significantly reduced immediately following the Transaction. This reduction in ownership and voting interests will decrease the ability of our current stockholders to influence the election of directors and other matters. In addition, our current stockholders will experience dilution in their interest in our earnings per share.

The pro forma financial statements are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the completion of the Transaction.

The pro forma financial statements contained in this proxy statement are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Transaction for several reasons. The pro forma financial statements have been derived from the historical financial statements of Avalanche and Annapurna and adjustments and assumptions have been made regarding the combined company after giving effect to the Transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Transaction. For example, the impact of any incremental costs incurred in integrating the two companies is not reflected in the pro forma financial statements. As a result, the actual financial condition of the combined company following the Transaction may not be consistent with, or evident from, these pro forma financial statements. The assumptions used in preparing the pro forma financial statements may not prove to be accurate, and other factors may affect the combined company’s financial condition following the Transaction. See “Unaudited Pro Forma Condensed Combined Financial Statements Reflecting the Transaction” beginning on page 98 of this proxy statement.

The market price of our common stock following the completion of the Transaction is expected to be volatile and may drop following completion of the Transaction.

The market price of our common stock could be subject to significant fluctuations following the completion of the Transaction. Market prices for securities of early-stage pharmaceutical, biotechnology and other life

20

Table of Contents

sciences companies, including gene-therapy companies, have historically been particularity volatile. Some of the factors that may cause the market price of our common stock to fluctuate following completion of the Transaction include:

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the combined company’s common stock.

21

Table of Contents

In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm the combined organization’s profitability and reputation.

22

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference into this proxy statement contain forward-looking statements. All statements other than statements of historical facts contained in this proxy statement are forward-looking statements. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements should not be relied upon as predictions of future events as Avalanche cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” beginning on page 14 and elsewhere in this proxy statement.

Any forward-looking statement in this proxy statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this proxy statement. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This proxy statement contains estimates, projections and other information concerning our industry, our business and the markets for certain drugs, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical conditions. Information that is based on estimates,

23

Table of Contents

forecasts, projections or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports filed with the SEC by Avalanche. See “Where You Can Find Additional Information” beginning on page 142.

24

Table of Contents

THE 2016 ANNUAL MEETING

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our Board for use at the 2016 Annual Meeting and at any adjournments or postponements thereof.

Date, Time and Place

The 2016 Annual Meeting will be held on [●], 2016, at [●] local time, at [●].

If you plan to attend the meeting, please note that you will need to present government-issued identification showing your name and photograph (e.g., a driver’s license or passport), and, if you are a representative of an institutional investor, professional evidence showing your representative capacity for such entity, in each case to be verified against our stockholder list as of the record date for the meeting. In addition, if your shares are held in the name of a broker, you will need a valid proxy from such entity or a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date for the meeting.

Purposes of the 2016 Annual Meeting

The purposes of the 2016 Annual Meeting are:

A copy of the Acquisition Agreement is attached as Annex A to this proxy statement.

Stockholder approval of the Stock Issuance is a condition to closing the Transaction pursuant to the Acquisition Agreement.

Recommendation of our Board

25

Table of Contents

Record Date and Stockholders Entitled to Vote

Only holders of record of our common stock as of the close of business on [●], 2016, the record date for the 2016 Annual Meeting (the “Record Date”), are entitled to vote the shares of our common stock they held on the Record Date at the 2016 Annual Meeting. As of the close of business on the Record Date, there were [●] shares of our common stock outstanding and entitled to vote, held by [●] stockholders of record. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement.

Quorum

A quorum will be present if stockholders holding at least a majority of the issued and outstanding shares of our Common Stock entitled to vote are present or represented by proxy at the 2016 Annual Meeting. On the Record Date, there were [●] shares outstanding and entitled to vote. Accordingly, the holders of [●] shares must be present at the 2016 Annual Meeting to have a quorum. Your shares will be counted toward the quorum at the 2016 Annual Meeting only if you vote in person at the meeting, or you submit a valid proxy vote.

Abstentions and broker non-votes (as described below) will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of shares entitled to vote at the meeting and present in person or represented by proxy may adjourn the 2016 Annual Meeting to another date.

Voting Procedures

If you are a stockholder of record, you may vote in person at the 2016 Annual Meeting or vote by proxy by telephone or internet or by mail. Whether or not you plan to attend the 2016 Annual Meeting, please vote as soon as possible to ensure your vote is counted. You may still attend the 2016 Annual Meeting and vote in person even if you have already voted by proxy. As a stockholder of record:

Votes submitted by telephone or via the internet for the matters before our stockholders as described in this proxy statement must be received by [●], local time, on [●], 2016.

If you are a beneficial owner of shares registered in the name of your broker, bank, dealer or other similar organization, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or other agent. To vote in person at the 2016 Annual Meeting, you must obtain a valid proxy from your broker or other agent. Follow the instructions from your broker or other agent included with these proxy materials, or contact your broker or bank to request a proxy form.

26

Table of Contents

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes”. Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. Proposal No. 1 to approve the Stock Issuance, Proposal No. 2 to elect directors and Proposal No. 4 to adjourn the 2016 Annual Meeting, if necessary, are “non-routine” matters, but Proposal No. 3 to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for Avalanche for the fiscal year ending December 31, 2016 is a “routine” matter. Broker non-votes will not be counted toward the vote total for any proposal at the 2016 Annual Meeting.

For additional questions about the Transaction, assistance in submitting proxies or voting shares of our common stock, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Morrow & Co., LLC, which is acting as our proxy solicitation agent in connection with the Transaction, toll free at 800-662-5000 or via email at aavl@morrowco.com. Brokers may call collect at 203-658-9400.

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the approval of the Stock Issuance (Proposal No. 1), “FOR” the election of each nominee for director (Proposal No. 2), “FOR” the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Avalanche for the fiscal year ending December 31, 2016 (Proposal No. 3) and “FOR” the adjournment of the 2016 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (Proposal No. 4). If any other matter is properly presented at the 2016 Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Revocation of Proxies

If you are a stockholder with shares registered in your name, once you have given your proxy vote for the matters before our stockholders as described in this proxy statement, you may revoke it at any time before the final vote at the 2016 Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker or other agent, you should follow the instructions provided by your broker or agent.

Required Vote

The following are the voting requirements for each proposal:

Proposal No. 1: Stock Issuance.

Assuming a quorum is present at the 2016 Annual Meeting, the approval of Proposal No. 1 by our stockholders requires the affirmative vote of a majority of the votes cast in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 1.

27

Table of Contents

Proposal No. 2: Election of Directors.

Assuming a quorum is present at the 2016 Annual Meeting, a plurality of the votes cast shall be sufficient to elect a director. Broker non-votes will not be counted towards the vote total for this proposal.

Proposal No. 3: Ratification of Selection of Independent Accounting Firm

Assuming a quorum is present at the 2016 Annual Meeting, the approval of Proposal No. 3 by our stockholders requires the affirmative vote of a majority of the votes cast in person or by proxy. Abstentions will have no effect on the outcome of Proposal No. 3.

Proposal No. 4: Possible Adjournment of the 2016 Annual Meeting

Assuming a quorum is present at the 2016 Annual Meeting, the approval of Proposal No. 4 by our stockholders requires the affirmative vote of a majority of the votes cast in person or by proxy on this proposal at the 2016 Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 4. If a quorum is not present, either (i) the chairperson of the meeting or (ii) the holders of a majority of shares entitled to vote at the 2016 Annual Meeting and present in person or represented by proxy may adjourn the meeting.

No Dissenters’ Rights or Appraisal Rights

Holders of our common stock will not be entitled to any dissenters’ rights or appraisal rights with respect to any of the proposals to be voted on at the 2016 Annual Meeting.

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. In addition, we have retained Morrow & Co., LLC to solicit stockholder proxies at a total cost to us of approximately $25,000, plus reimbursement of reasonable out-of-pocket expenses.

Adjournments and Postponements

The 2016 Annual Meeting may be adjourned, recessed or postponed if a quorum is not present.

If the time, date and place of an adjourned meeting are announced at the original convening of the 2016 Annual Meeting, no notice of an adjourned meeting need be given unless, after the adjournment, a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. At any subsequent reconvening of the 2016 Annual Meeting at which a quorum is present in person or represented by proxy, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the 2016 Annual Meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

Voting by Avalanche’s Directors, Executive Officers and Principal Stockholders

As of the close of business on the Record Date for the 2016 Annual Meeting, our directors and executive officers owned, in the aggregate, [●] shares of our common stock, or collectively approximately [●]% of the outstanding shares of our common stock. Our directors and executive officers have entered into the Support Agreements under which each have agreed to vote, or cause to be voted, all his or her shares in favor of

28

Table of Contents

the Stock Issuance. For more information on the Support Agreement, please see the section of this proxy statement entitled “Agreements Relating to the Transaction” beginning on page 71. In addition, our directors and executive officers have informed us that they intend, as of the date hereof, to vote all of their shares of our common stock in favor of the matters before our stockholders as described in this proxy statement. Mr. Cleveland has interests in the Transaction that may be different from, or in addition to, the interests of our stockholders generally. For more information, please see the section of this proxy statement entitled “The Transaction—Interests of Avalanche’s Directors and Executive Officers in the Transaction” beginning on page  54.

Assistance

If you need assistance in completing your proxy card or have questions regarding the 2016 Annual Meeting, please contact Morrow & Co., LLC, which is acting as our proxy solicitation agent in connection with the Transaction, toll free at 800-662-5000 or via email at aavl@morrowco.com. Brokers may call collect at 203-658-9400.

29

Table of Contents

THE PARTIES

Avalanche Biotechnologies, Inc.

Avalanche is a gene therapy company committed to discovering and developing novel medicines that can offer potentially life-changing therapeutic benefit to patients suffering from chronic or debilitating disease. To date, Avalanche’s primary focus has been the development of AVA-101 for the treatment of wet age-related macular degeneration.

Avalanche’s common stock is listed on the NASDAQ, under our trading symbol “AAVL”. Avalanche’s principal executive office is located at 1035 O’Brien Drive, Suite A, Menlo Park, CA and its telephone number is (650) 272-6269.

Annapurna Therapeutics SAS

Annapurna is a gene therapy company focused on discovering and developing new therapeutic products for people living with severe diseases where continuous expression of a therapeutic protein may lead to meaningful clinical benefit. Annapurna’s initial programs address alpha-1 antitrypsin (“A1AT”) deficiency, hereditary angioedema, the cardiomyopathy associated with Friedreich’s ataxia, and severe allergy. Annapurna’s lead program, ANN-001, for the treatment of A1AT deficiency, has an open Investigational New Drug application (“IND”) with the FDA. Annapurna plans to initiate clinical trials for ANN-001 in the second half of 2016.

Annapurna’s principal executive office is located at 183 Avenue de Choisy, 75013 Paris, France.

30

Table of Contents

MATTERS BEING SUBMITTED TO A VOTE OF AVALANCHE STOCKHOLDERS

Proposal No. 1: The Stock Issuance

General

On January 29, 2016, we entered into the Acquisition Agreement with Annapurna, the Annapurna Shareholders and Shareholder Representative Services LLC, acting as the representative of the Annapurna Shareholders, pursuant to which we agreed to acquire all of the issued and outstanding shares of common stock of Annapurna. In consideration for such Annapurna shares, we will issue to the Annapurna Shareholders the New Avalanche Shares, totaling (x) 13,135,189 shares of our common stock plus (y) any additional number of newly issued shares of our common stock to be exchanged for Annapurna shares issued in connection with the exercise of Annapurna Options prior to or concurrently with the closing of the Transaction. For more information, see the section of this proxy statement entitled “The Transaction” beginning on page 37.

As of the Record Date, we had [●] shares of common stock outstanding and no shares of preferred stock outstanding.

NASDAQ Global Market Stockholder Approval Requirements

Our common stock is listed on, and we are subject to the rules and regulations of, NASDAQ. NASDAQ Marketplace Rule 5635(a)(1) requires stockholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if (a) the common stock, or securities convertible into common stock, we issue has or will have upon issuance voting power equal to or in excess of 20% of the voting power of our securities outstanding before the issuance or (b) the number of shares of common stock, or securities convertible into common stock, to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance. In addition, NASDAQ Marketplace Rule 5635(d)(1) requires stockholder approval prior to the issuance of securities in a private placement if the number of shares of common stock, or securities convertible into common stock, to be issued is or will be equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. Under relevant NASDAQ rules, stockholder approval is not required to effect the conversion of the Annapurna Options into the Avalanche Options.

We are proposing to issue 13,135,189 shares of our common stock to the Annapurna Shareholders pursuant to the Acquisition Agreement, with such number of shares to be increased based on the exercise of the Annapurna Options by their holders prior to or concurrently with the closing of the Transaction. The number of shares we will issue will exceed 20% of both the voting power and the number of shares of our common stock outstanding before the issuance. Accordingly, at the 2016 Annual Meeting, we are asking holders of shares of our common stock to consider and vote on the Stock Issuance to satisfy the applicable NASDAQ rules.

Vote Required for Approval

The affirmative vote of a majority of the votes cast in person or by proxy (excluding abstentions and broker non-votes) will be required to approve the Stock Issuance.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE STOCK ISSUANCE. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THIS PROPOSAL.

31

Table of Contents

Proposal No. 2: Election of Directors

General

Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Except as otherwise provided by law, vacancies on our Board may be filled only by individuals elected by a majority of the remaining directors. A director elected by our Board to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

Our Board currently consists of five directors and no vacancies, divided into the three following classes:

Mr. Wachter intends to resign as a member of our Board and audit committee upon the closing of the Transaction. If the Acquisition Agreement is terminated prior to closing, his resignation will not become effective.

Our current Class II directors, Steven D. Schwartz, M.D. and John P. McLaughlin, have been nominated to serve as Class II directors and have agreed to stand for election. If the nominees for Class II are elected at the 2016 Annual Meeting, then each nominee will serve for a three-year term expiring at the 2019 Annual Meeting of Stockholders, or until his successor is elected and qualified, or until his earlier death, resignation or removal.

Vote Required for Approval

Our directors are elected by a plurality of the votes cast. If a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the two nominees for Class II above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by our management or Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE TWO CLASS II NOMINEES FOR DIRECTOR. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” EACH OF THE TWO CLASS II NOMINEES FOR DIRECTOR.

The directors of Avalanche are set forth below as of March 17, 2016:

32

Table of Contents

The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2016 Annual Meeting. Our Board and management encourage each nominee for director and each continuing director to attend the 2016 Annual Meeting.

CLASS I DIRECTORS—To continue in office until the 2018 Annual Meeting of Stockholders

Paul B. Cleveland. Mr. Cleveland has served as our President and Chief Executive Officer since December 2015. Prior to joining Avalanche, Mr. Cleveland served as the Chief Executive Officer and President and as a director of Celladon Corporation, a publicly held cardiovascular gene therapy company, from May 2015 to November 2015, and as the President and Chief Financial Officer of Celladon Corporation from June 2014 to May 2015. From February 2013 to August 2013, Mr. Cleveland served as Executive Vice President, Corporate Strategy and Chief Financial Officer of Aragon Pharmaceuticals, Inc., a private biotechnology company focused on the development of small-molecule drugs for the treatment of hormone-dependent cancers. From April 2011 to February 2013, Mr. Cleveland served as General Partner and Chief Operating Officer of Mohr Davidow Ventures, a venture capital firm. From January 2006 to February 2011, Mr. Cleveland served as Executive Vice President, Corporate Development and Chief Financial Officer of Affymax, Inc., a biopharmaceutical company. From April 2004 to December 2005, he served as a managing director at Integrated Finance, Ltd., an investment bank. From September 1996 to April 2003, Mr. Cleveland served as a managing director at investment bank J.P.Morgan Chase and Co. and a predecessor firm, Hambrecht & Quist. From January 1993 to September 1996, Mr. Cleveland was a partner at Cooley LLP; from December 1988 to December 1992, he was a corporate attorney at Sidley Austin LLP; and from September 1981 to November 1988, he was a corporate attorney at Davis Polk & Wardwell LLP. He has served as a member of the board of directors of Sangamo BioSciences, Inc., a publicly held biopharmaceutical company, since November 2008, and as a member of the board of directors of Alder BioPharmaceuticals, Inc., a publicly held biopharmaceutical company, since August 2015. Mr. Cleveland received a B.A. from Washington University in St. Louis and a J.D. from Northwestern University School of Law. Mr. Cleveland has been chosen to serve on our Board due to his role as our President and Chief Executive Officer, as well as his extensive experience with the operational, financial issues and best practices of biopharmaceutical companies.

Paul D. Wachter. Mr. Wachter has served as a member of our Board since April 2014. Mr. Wachter has been the Chief Executive Officer of Main Street Advisors, which he also founded, since 1997. Prior to forming Main Street Advisors, from June 1993 to March 1997, Mr. Wachter was Managing Director of Schroder & Co. Incorporated, an asset management company. From December 1991 to June 1993, Mr. Wachter was a managing director at Kidder, Peabody & Co., an investment banking firm. Since October 2010, Mr. Wachter has served on the board of directors and audit committee of Time Warner, Inc., a publicly traded media company, and since August 2015, he has served on the board of directors of Virgin America Inc., a publicly traded airline. Mr. Wachter received his B.S. in Business Administration from the Wharton School of the University of Pennsylvania and his J.D. from the Columbia University School of Law. Mr. Wachter has been chosen to serve on our Board due to his substantial expertise in business, financial and corporate governance matters.

CLASS II DIRECTORS—To be elected for a three-year term expiring at the 2019 Annual Meeting of Stockholders

John P. McLaughlin. Mr. McLaughlin has served as a member of our Board since February 2014. Mr. McLaughlin has been President and Chief Executive Officer of PDL BioPharma, Inc., a publicly traded biopharmaceutical company, since December 2008, and a director since October 2008. Previously, he was the Chief Executive Officer and a director of Anesiva, Inc., formerly known as Corgentech, Inc., a publicly traded

33

Table of Contents

biopharmaceutical company, from January 2000 to June 2008. From December 1997 to September 1999, Mr. McLaughlin was President of Tularik Inc., a biopharmaceutical company. From September 1987 to December 1997, Mr. McLaughlin held a number of senior management positions at Genentech, a publicly traded biopharmaceutical company, including Executive Vice President. From 1985 to 1987, Mr. McLaughlin was a partner at a Washington, D.C. law firm specializing in food and drug law. Prior to that, Mr. McLaughlin served as counsel to various subcommittees in the U.S. House of Representatives, where he drafted numerous measures that became FDA laws. Mr. McLaughlin cofounded and served as Chairman of the board of directors of Eyetech, a biopharmaceutical company subsequently bought by OSI Pharmaceuticals, Inc. He also co-founded and served as a director of PEAK Surgical, Inc., a privately held medical device company, subsequently purchased by Medtronic, Inc. He also served as a director of Axogen, Inc., a publicly traded biopharmaceutical company from October 2012 to August 2014. Mr. McLaughlin has served on the board of directors of Seattle Genetics, Inc., a publicly traded biopharmaceutical company, since June 2007. He received his B.A. in Government from the University of Notre Dame and his J.D. from the Catholic University of America. Mr. McLaughlin has been chosen to serve on our Board due to his significant experience as an officer and director at biopharmaceutical companies, including publicly traded companies, as well as his substantial expertise in corporate licensing, legal and regulatory matters relating to healthcare.

Steven D. Schwartz, M.D. Dr. Schwartz has served as a member of our Board since September 2010 and is a co-founder of Avalanche. Dr. Schwartz is the Ahmanson Professor in Ophthalmology at the Jules Stein Eye Institute at the University of California, Los Angeles, where he has served as an ophthalmologist and vitreoretinal surgeon since 1994 and as Chief of the Retina Division since 2002. Previously, Dr. Schwartz was a principal investigator in a number of early-stage clinical trials for retinal diseases, including the initial studies for ranibizumab (Lucentis). Dr. Schwartz was principal investigator for the first in human stem cell derived tissue transplantation program, as well as projects in gene and cell therapy. Dr. Schwartz has served on the board of directors of the American Society of Retina Specialists, and currently serves on the finance committee for the Retina Society. Between 2002 and 2005, Dr. Schwartz held various positions at Eyetech, a biopharmaceutical company. Dr. Schwartz currently serves on the board of directors of DigiSight Technologies, Inc., a privately held digital health company. Dr. Schwartz has also served on a number of scientific advisory boards, including for Alcon, Bausch and Lomb, and Genentech, a publicly traded biotechnology company, as well as for ophthalmology technology companies Ophthotech, Optos plc and Optimedica Corporation. Dr. Schwartz received his B.A. from the University of California, Berkeley and his M.D. from the Keck School of Medicine at the University of Southern California, followed by a Residency in Ophthalmology at the University of California, Los Angeles, and medical retina and vitreoretinal fellowships at Moorefield’s Eye Hospital in London. Dr. Schwartz has been chosen to serve on our Board due to his substantial scientific expertise as an ophthalmologist and medical researcher, as well as his experience at several ophthalmology-focused technology companies.

CLASS III DIRECTORS—To continue in office until the 2017 Annual Meeting of Stockholders

Mark S. Blumenkranz, M.D. Dr. Blumenkranz has served as a member of our Board since our inception in July 2006 and is a co-founder of Avalanche. Dr. Blumenkranz is a trained vitreoretinal surgeon and is the HJ Smead Professor and former Chairman of the Department of Ophthalmology at Stanford University, where he has served since 1997. He was the inaugural director of the Byers Eye Institute, a nationally-recognized eye care center dedicated to combating blindness and preserving sight, between 2010 and 2015. Dr. Blumenkranz is a founder and director of Digisight Corporation, a privately held ophthalmic digital health company, and of Lagunita Biosciences LLC, a privately held biotechnology and medical investment company. He was a founder and director of Peak Surgical, Inc., an innovator in pulsed plasma mediated electrosurgery, which was acquired by Medtronic, Inc. in 2011. In 2004, he co-founded Optimedica Corporation, a manufacturer of retinal and cataract scanning lasers, which was acquired by Abbott Medical Optics, Inc. in 2013. Dr. Blumenkranz was also a co-founder and director of Oculeve, a privately held medical device company focused on new technologies for dry eye disease, which was acquired by Allergan in August 2015. In addition, he previously served as a director of Oculex Pharmaceuticals and Macusight, biopharmaceutical companies that were acquired, respectively, by Allergan in 2003 and Santen in 2010. Dr. Blumenkranz served as a director of Presbia PLC, a publicly held

34

Table of Contents

ophthalmic device company, from January 2015 until August 2015, and he previously served as a director of Presbia Holdings, Presbia PLC’s controlling shareholder. Dr. Blumenkranz received his A.B. in Biology, his M.M.S. in Biochemical Pharmacology and his M.D. all from Brown University, followed by a residency in ophthalmology at Stanford University and a fellowship in vitreoretinal diseases at the Bascom Palmer Eye Institute of the University of Miami, where he served on the faculty for five years. Dr. Blumenkranz is a past-President of the American University Professors of Ophthalmology, Retina Society and Macula Society, and a Fellow of the Corporation of Brown University, where he serves as chairman of the Medical School Committee. Dr. Blumenkranz has been chosen to serve on our Board due to his experience as a director and founder of several biotechnology companies, as well as his significant medical expertise in ophthalmology an biotechnology.

Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm

General

The audit committee of our Board has selected Deloitte & Touche LLP (“DT”) as our independent registered public accounting firm for the year ending December 31, 2016, and is seeking ratification of such selection by our stockholders at the 2016 Annual Meeting. DT has audited our financial statements for the fiscal years ended December 31, 2015, 2014 and 2013. Representatives of DT are expected to be present at the 2016 Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of DT as our independent registered public accounting firm. However, the audit committee is submitting the selection of DT to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain DT. Even if the selection is ratified, the audit committee in its discretion may select a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Avalanche and our stockholders.

Vote Required for Approval

The affirmative vote of a majority of the shares cast in person or by proxy at the 2016 Annual Meeting (excluding abstentions and non-votes) will be required to ratify the selection of DT.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THIS PROPOSAL.

For the fiscal years ended December 31, 2015 and 2014, DT billed the approximate fees set forth below. All fees included below were approved by the audit committee.

35

Table of Contents

Pre-Approval Policies and Procedures

The audit committee is responsible for reviewing the terms of the proposed engagement of the independent registered public accounting firm for audit or permissible non-audit services and for pre-approving all such engagements. The audit committee has adopted a policy for the pre-approval of all audit and non-audit services to be performed for Avalanche by the independent registered public accounting firm. This policy is set forth in the charter of the audit committee and is available at http://investors.avalanchebiotech.com. In providing any pre-approval, the audit committee considers whether the services to be approved are consistent with the SEC’s rules on auditor independence. The audit committee has considered the role of DT in providing audit and audit-related services to Avalanche and has concluded that such services are compatible with DT’s role as Avalanche’s independent registered public accounting firm. In fiscal years 2015 and 2014, all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee pursuant to our policy.

Proposal No. 4: Possible Adjournment of the 2016 Annual Meeting

General

If we fail to receive a sufficient number of votes to approve Proposal No. 1, we may propose to adjourn the 2016 Annual Meeting, for a period of not more than 30 days, for the purpose of soliciting additional proxies to approve Proposal No. 1. We currently do not intend to propose adjournment at the 2016 Annual Meeting if there are sufficient votes to approve Proposal No. 1.

Vote Required for Approval

If a quorum is present at the 2016 Annual Meeting, the affirmative vote of a majority of the shares cast in person or by proxy at the 2016 Annual Meeting (excluding abstentions and broker non-votes) will be required to approve the adjournment of the 2016 Annual Meeting. If a quorum is not present, either (i) the chairperson of the meeting or (ii) the holders of a majority of shares entitled to vote at the 2016 Annual Meeting and present in person or represented by proxy may adjourn the meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ADJOURNMENT OF THE 2016 ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO. 1. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THIS PROPOSAL, IF NECESSARY.

36

Table of Contents

THE TRANSACTION

The following section and the section entitled “The Acquisition Agreement” in this proxy statement describe the material aspects of the Transaction and the material terms of the Acquisition Agreement. The discussion is subject, and qualified in its entirety by reference, to the Acquisition Agreement attached as Annex A to this proxy statement. You should read carefully this entire proxy statement for a more complete understanding of the Transaction and Acquisition Agreement, including the Acquisition Agreement and the opinion of Cowen, attached as Annex A and Annex D, respectively, to this proxy statement, and the other documents to which you are referred herein.

Background of the Transaction

As part of our ongoing corporate development efforts, the Board and our management team, with assistance from our business development group, regularly review and assess our longer term goals and strategic objectives, including maintaining awareness of other gene therapy companies, their product pipelines and stages of development. Our business development group identifies these companies through the course of normal business, including by participating in relevant conferences, performing competitive landscape analysis and engaging in discussions with key opinion leaders.

On June 15, 2015, we announced the top-line results of our Phase 2a trial for AVA-101 and began in-depth analysis of the Phase 2a data to guide our decision-making regarding further development of AVA-101. On August 13, 2015, we announced our decision not to move forward with the Phase 2b trial for AVA-101 at the dose and with the subretinal administration procedure we had planned to initiate in the second half of 2015, and we began planning additional preclinical studies to inform further development of our wet AMD program. In parallel with such events, we continued to review and assess our strategic options and goals as part of our ongoing corporate development efforts, and in June 2015, following the announcement of our Phase 2a trial results, senior management authorized our business development group to begin identifying appropriate assets and companies that we should consider for potential collaboration, licensing, merger or acquisition. One of the companies identified during the course of this process was Annapurna (formerly AAVLife). To assist our business development group in the identification and review of academic and commercial gene therapy assets across all disease indications, Health Advances LLC, a professional healthcare consulting company, was engaged in July 2015.

On July 15, 2015, Dr. Gurpreet Ratra, our then-Director of Business Development, presented Annapurna to our senior management as one of several companies that could be a potential party in a merger or acquisition transaction based on the potential complementary nature of Annapurna’s gene therapy programs.

Following the initial presentation of Annapurna to our senior management, on July 27, 2015, Dr. Mehdi Gasmi, our interim Chief Scientific Officer, who knew Dr. Amber Salzman, the president and chief executive officer of Annapurna, from their professional involvement in the gene therapy field, had a telephonic conversation with Dr. Salzman regarding Annapurna’s business and Dr. Salzman’s level of interest in exploring the possibility of a strategic transaction between the two companies. As a next step and for each of the companies to understand in more detail the other’s business strategy and pipeline, execution of a mutual confidentiality and non-disclosure agreement was proposed by Dr. Gasmi.

On August 4, 2015, we entered into a confidentiality and non-disclosure agreement with Annapurna. Over the following two weeks, Mr. Hans Hull, our then-interim Chief Executive Officer, Dr. Gasmi and Dr. Ratra engaged in preliminary due diligence regarding the potential implications of a merger or acquisition transaction with Annapurna.

At a meeting of the Board on August 9, 2015, the Board considered engaging a financial advisor to assist management and our business development team in their ongoing evaluation of our strategic options. Management and the Board determined after discussions that while the business development team should

37

Table of Contents

continue its efforts to identify prospective partners for a strategic transaction, engagement of a financial advisor would be premature at such time and that such engagement should be reconsidered at a later stage of the evaluation process being undertaken by management and our business development team.

On August 21, 2015, Dr. Ratra spoke with Dr. Salzman by telephone to further discuss the possibility of a strategic transaction involving the two companies, and on September 2, 2015, Annapurna shared with us additional confidential materials relating to Annapurna and its gene therapy programs.

On September 2, 2015, Dr. Ratra emailed Dr. Salzman to suggest an in-person meeting during their attendance at the European Society for Gene and Cellular Therapies conference in Helsinki, Finland. On September 18, 2015, Dr. Ratra and Dr. Salzman met in Helsinki, Finland, during which they discussed our and Annapurna’s respective therapeutic programs and pipelines, and explored possible synergies and strategic benefits that might arise from a combination of Avalanche and Annapurna. Drs. Ratra and Salzman agreed that Annapurna would make its data room available to Avalanche for Avalanche to begin its due diligence of Annapurna, and access to Annapurna’s data room was granted on November 18, 2015. Following this discussion, Dr. Ratra spoke with, and sent a follow-up email to, Mr. Hull outlining the key points of his meeting with Dr. Salzman.

Separately, on September 18, 2015, Dr. Mark Blumenkranz, Chairman of the Board, learned that Annapurna was seeking an additional round of funding and that there might be certain synergies between us and Annapurna with respect to the companies’ therapeutic programs and management teams that would warrant further exploration. Dr. Blumenkranz was subsequently introduced via email to Dr. Salzman, and a telephonic meeting was scheduled with Dr. Salzman for September 25, 2015, during which they arranged for an in-person meeting in New York on September 30, 2015.

On September 21, 2015, at a meeting of the Board, Mr. Hull updated the Board on management’s corporate development efforts and reviewed a list of potential candidates identified in the process with whom we might consider pursuing a strategic transaction. Following a review of the potential candidates and extensive discussions, the Board determined that management’s corporate development efforts going forward should primarily be focused on pursuing an in-licensing transaction with one potential candidate, Company X, with whom we had begun preliminary discussions, but that management could continue to engage and maintain contact with other companies identified as potential candidates, including Annapurna, in the ordinary course of such development efforts.

On September 27, 2015, Mr. Hull, Dr. Ratra and Dr. Gasmi met with Dr. Salzman in New York to discuss Annapurna’s pipeline, its business objectives and Dr. Salzman’s potential role in a combined company.

During their meeting on September 30, 2015 in New York, Dr. Blumenkranz and Dr. Salzman discussed a number of topics, including Dr. Salzman’s availability and interest in being considered as our permanent Chief Executive Officer, and potential synergies and benefits that might arise from a strategic transaction between Avalanche and Annapurna. Dr. Salzman did not express an interest in assuming the Chief Executive Officer position at the time but agreed to further explore the possibility of a strategic transaction.

On October 11, 2015, Dr. Salzman introduced Dr. Blumenkranz via email to Dr. Thomas Woiwode, a member of the board of directors of Annapurna and a partner at Versant Ventures, a major investor of Annapurna, and Drs. Woiwode and Blumenkranz arranged to speak by telephone on October 19, 2015. During their telephonic discussion on October 19, 2015, Dr. Woiwode indicated that Annapurna was in the process of exploring a possible additional round of financing. Dr. Woiwode also proposed the possibility of a combination transaction between Avalanche and Annapurna as an alternative to Annapurna’s financing round and requested that Avalanche consider such a transaction, which might offer potential synergies and benefits for the two companies from capital, technology and management perspectives.

38

Table of Contents

Following their October 19, 2015 telephonic discussion, Drs. Blumenkranz and Woiwode communicated multiple times over the next several weeks to further explore the possibility of a potential transaction between Avalanche and Annapurna.

On October 30, 2015, Drs. Blumenkranz and Woiwode met in person in Palo Alto, California during which Dr. Woiwode shared his views on the rationale of a combination of Avalanche and Annapurna and the strategic fit and potential benefits of combining the capabilities of the two companies, as well as his preliminary thoughts on the potential structure of such a combination transaction. Dr. Woiwode presented a range of economic structures for the proposed transaction, including a proposal for a stock-for-stock transaction that would provide the existing Annapurna shareholders between 35% and 40% equity ownership of Avalanche following the consummation of the transaction, with such percentage to be determined through further negotiation.

During the week of November 1, 2015, Dr. Blumenkranz held a number of telephonic discussions with each of the members of the Board regarding his October 30, 2015 meeting with Dr. Woiwode and updated the Board on his preliminary discussions with Dr. Woiwode about the potential transaction opportunity with Annapurna.

On November 6, 2015, Dr. Blumenkranz updated Mr. Hull on his October 30, 2015 meeting with Dr. Woiwode, and Mr. Hull updated Dr. Blumenkranz on certain discussions by management with Annapurna. On the same day, a confidentiality and non-disclosure agreement was executed between Avalanche and Versant Ventures in anticipation of Dr. Woiwode’s continued involvement as discussions with Annapurna moved forward.

Following the execution of the confidentiality and non-disclosure agreement, Dr. Blumenkranz held an in-person meeting with Dr. Woiwode on November 7, 2015 in Palo Alto, California, during which Dr. Woiwode outlined a proposal for a potential transaction structure, which included a range of economic terms, a proposed organizational chart for the combined company, and a proposed composition of the board of directors for the combined company. Drs. Blumenkranz and Woiwode also discussed a list of investment banks and financial advisory firms that could serve as the financial advisor for Avalanche for the proposed transaction, during which Cowen was named as a potential candidate given its expertise in the pharmaceutical and biotechnology industry and its familiarity with Avalanche through its work on Avalanche’s initial public offering in 2014 and Avalanche’s subsequent follow-on public stock offering in 2015. Dr. Blumenkranz received an email from Dr. Woiwode on November 8, 2015 summarizing the key terms of the proposed structure they discussed during the November 7, 2015 meeting, including the range of economic terms, board composition, management roles, reporting structure and executive compensation for Dr. Salzman in connection with the proposed transaction.

Following his November 7, 2015 meeting with Dr. Woiwode, Dr. Blumenkranz called a representative of Cowen to discuss the possibility of engaging Cowen to serve as the financial advisor to Avalanche in connection with the proposed transaction, including providing a fairness opinion to the Board.

On November 11, 2015, Dr. Blumenkranz brought the proposed transaction to the attention of Paul B. Cleveland, who was in advanced negotiations with us about assuming the position of Chief Executive Officer of Avalanche. We publicly announced on November 19, 2015 that Mr. Cleveland would become our Chief Executive Officer, starting on December 9, 2015.

During the period the above-mentioned discussions with Annapurna were occurring, management and our business development group also continued discussions with Company X and engaged in preliminary discussions with other companies about potential in-licensing and other strategic transactions, subject to confidentiality and non-disclosure agreements, as part of our ongoing corporate development efforts.

On November 13, 2015, the Board held a telephonic meeting, in which Mr. Cleveland participated, to discuss financial advisors for the proposed transaction with Annapurna. Two firms that were shortlisted were Cowen and Centerview Partners. Following discussions of various considerations and options, including the

39

Table of Contents

possibility of engaging each firm for different roles in connection with the proposed transaction, the Board determined that engaging Cowen as Avalanche’s sole financial advisor was advisable, given Cowen’s experience in the relevant industry and its existing relationship with, and knowledge of, Avalanche as well as the benefit of minimizing expenses through engagement of a single firm. In addition, at this meeting, the Board directed management to scale back the ongoing corporate development efforts with companies other than Annapurna due to the advancement of discussions with Annapurna and a concern that continued discussions with other companies could be construed by Annapurna as a lack of serious interest on our part to pursue a transaction with Annapurna. It was the Board’s opinion that, at this stage of discussions, Annapurna might opt to discontinue discussions with us and pursue a financing round instead if Annapurna perceived a lack of commitment by us in further exploring a potential transaction with Annapurna.

On November 18, 2015, Annapurna provided us with access to an online data room that contained certain confidential data and information relating to its therapeutic programs and intellectual property as well as certain corporate documents.

On November 20, 2015, as part of our technical due diligence of Annapurna, we engaged Gerson Lehrman Group Inc. (“GLG”), a professional services firm specializing in providing industry-specific expert consulting and learning services, in order to provide us with additional information to facilitate our understanding of A1AT deficiency, Friedreich’s ataxia, hereditary angioedema and allergies, which were identified by Annapurna as the diseases and conditions targeted by the key programs comprising its pipeline. Over the course of the next two months, GLG identified and interviewed a number of subject matter experts in these diseases and the field of gene therapy generally, the identities of whom were not disclosed to Avalanche, in order to assist us in our due diligence and evaluation of Annapurna’s science and its key programs. With the assistance of GLG, we gained a deeper knowledge of these diseases, the currently-available therapies and the viability of gene therapy for these diseases. GLG’s work under this engagement was concluded on January 15, 2016.

On November 21, 2015, Dr. Blumenkranz introduced Mr. Cleveland to Dr. Woiwode by email, following which Mr. Cleveland arranged a telephone call with Dr. Woiwode, which took place on November 24, 2015. This call consisted of personal introductions and a discussion in general terms of the potential merits and challenges of the proposed transaction between the two companies.

On November 24, 2015, Dr. Salzman emailed Mr. Hull indicating her intent to have an initial due diligence call with Avalanche, which was scheduled for November 27, 2015. On November 27, 2015, Mr. Hull, Dr. Ratra and Dr. Jennifer Cheng, Avalanche’s Senior Director of Intellectual Property and legal counsel, participated in a telephonic meeting with Dr. Salzman and Graham Robinson of Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”), legal counsel for Annapurna, during which aspects of the AVA-101 clinical trial, pending shareholder litigation and Avalanche corporate activities were discussed.

Over the course of the next several weeks, our senior management and other members of the Avalanche team reviewed the materials made available to us and continued to conduct due diligence on Annapurna. Due diligence on intellectual property matters relating to Annapurna’s science, product pipeline and programs was initiated on November 20, 2015 with the assistance of Bill Christiansen and Carol Laherty of Cooley LLP, our legal counsel for intellectual property matters. On December 4, 2015, a copy of a supplemental corporate and intellectual property preliminary due diligence request list was sent by Mr. Hull to Dr. Salzman via email.

On December 4, 2015, Dr. Blumenkranz met with Dr. Woiwode and a representative of Cowen to further discuss the rationale for a combination of the two companies, the potential structure and terms of such a combination transaction, and the process to attain the requisite approvals to complete such a transaction. They also discussed and revised the proposal communicated to Dr. Blumenkranz by Dr. Woiwode on November 7, 2015, including the proposed structure of the senior management team of a combined company, and the post-transaction equity ownership levels of the existing Avalanche and Annapurna stockholders in the combined

40

Table of Contents

company. It was agreed during the meeting that Dr. Salzman and Dr. Carlo Russo, Annapurna’s chief medical officer, would attend an in-person meeting with representatives from Avalanche, Annapurna and Cowen in San Francisco, California the following week.

On December 10, Dr. Blumenkranz sent to representatives of Annapurna a copy of our publicly filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, along with our program timelines and budgetary materials prepared by management. On December 11, 2015, Dr. Salzman provided us with a slide deck summarizing Annapurna’s program portfolio, its development plans and associated cost estimates and projections.

On December 12, 2015, Dr. Blumenkranz and Mr. Cleveland participated in a meeting at the offices of Cowen in San Francisco, California with Drs. Woiwode, Salzman, Russo, and representatives of Cowen. Terms of the proposed transaction were discussed during the meeting, including, among other things, structuring the transaction as an acquisition of all outstanding capital stock of Annapurna by Avalanche in consideration for newly issued shares of our common stock, the post-transaction equity ownership percentages of existing stockholders of Annapurna in the combined company (discussed as a range of 35% to 40% of the combined company to be owned by Annapurna shareholders), the composition of senior management and the board of directors of the combined company, anticipated timing of closing, and conditions precedent to closing. It was agreed that a non-binding letter of intent outlining the terms agreed upon during the meeting would be circulated to Avalanche and Annapurna, and their respective legal counsels, in advance of a regularly scheduled meeting of the Board on December 15, 2015. Mr. Cleveland also discussed with a representative of Cowen a proposed engagement letter pursuant to which Cowen would serve as the financial advisor for Avalanche in connection with the proposed transaction. Mr. Cleveland and the representative of Cowen agreed to the terms of the Cowen engagement letter, subject to review by our legal counsel and the approval of the Board, which was subsequently obtained at the December 15, 2015 Board meeting.

On December 14, 2015, a draft of the letter of intent was circulated to Avalanche, Annapurna and their respective representatives and advisors, and was subsequently revised to reflect the parties’ comments. Also on December 14, 2015, Dr. Mitchell Finer, a co-founder of and distinguished research fellow at Avalanche, had a telephonic call with Dr. Salzman, during which he asked a series of diligence questions that had been organized by us and certain of our advisors. Thereafter, a series of additional diligence calls were held between the parties, which generally included Drs. Russo and Crystal from Annapurna and a broad group representing us.

On December 15, 2015, the Board held a regularly scheduled meeting at which representatives of Munger, Tolles & Olson LLP (“Munger Tolles”), our legal counsel, participated and, at the invitation of the Board, representatives of Cowen participated telephonically for a portion of the meeting. The proposed transaction with Annapurna was discussed in detail, including, among other things, the strategic rationale for the proposed transaction, the proposed terms and structure of the transaction, the composition of senior management and the board of directors of the combined company, the timeline of the proposed transaction, potential synergies, merits and benefits of the proposed transaction, Annapurna’s assets and programs, and a preliminary valuation analysis of Annapurna conducted by Cowen. Following these discussions, the letter of intent with Annapurna was approved. At the meeting, the Board was advised of the proposed terms of Cowen’s engagement and that (i) an affiliate of Cowen owned approximately 0.8% of Avalanche’s common stock, (ii) certain members of senior management of Cowen and certain proposed members of the deal team for the Transaction collectively owned approximately 0.4% of Avalanche’s common stock, (iii) since 2014, Cowen had received approximately $8.2 million in total fees (inclusive of warrants) from serving as a placement agent in Avalanche’s pre-IPO private placement and as a joint-bookrunner for Avalanche’s IPO and follow-on offerings, (iv) Cowen, along with other members of the underwriting syndicate, had requested indemnification from Avalanche in connection with a lawsuit emanating one of Avalanche’s follow-on offerings, and (v) Cowen had no prior business relationship with Annapurna. The Board considered these factors and determined that they did not impact the Board’s decision regarding the engagement of Cowen, and the engagement of Cowen as the Avalanche’s financial advisor for the proposed transaction was approved, subject to legal review of Cowen’s engagement letter.

41

Table of Contents

In addition, at this meeting, at which point the representatives of Cowen had left the meeting, the Board discussed the status of management’s discussions with Company X and certain concerns about pursuing a transaction with Company X as an alternative to a transaction with Annapurna, including concerns regarding the ability to achieve synergies between Company X’s and Avalanche’s product platforms.

On December 17, 2015 the board of directors of Annapurna approved the letter of intent regarding the proposed transaction, and a signed copy was provided to Avalanche.

On December 30, 2015, Munger Tolles provided to Annapurna and Skadden an initial draft of the Acquisition Agreement. Over the course of the following four weeks, drafts of the Acquisition Agreement and other transaction documents were exchanged between the representatives and advisors of Avalanche, Annapurna and Annapurna’s shareholders as the parties engaged in negotiations of the Acquisition Agreement and other transaction documents, including the terms and conditions of the termination fee, interim operating covenants, the support agreement to be signed by certain members of our management, the release to be signed by the selling shareholders of Annapurna at closing, and the employment agreements for Drs. Salzman and Russo, which would become effective upon closing. Our senior management provided periodic updates to the Board of the status of such negotiations and the ongoing due diligence which was concurrently being conducted.

On January 6, 2016, Mr. Cleveland and Dr. Salzman spoke by telephone and discussed the timeline and process for completion of a definitive acquisition agreement, as well as cooperation between the two companies during the pendency of the proposed acquisition.

On January 12, 2016, Dr. Blumenkranz, Mr. Cleveland and Dr. Woiwode met in San Francisco, California to discuss matters relating to executive compensation, including salaries, bonus targets and deal completion bonuses of Drs. Salzman and Russo, method of allocation for the treatment of outstanding equity and a variety of other matters material to the proposed transaction. Erik Beucler of Compensia, our compensation consultant, joined a portion of this meeting. Shortly after Mr. Beucler left, Dr. Salzman joined the meeting. Materials providing context for the compensation discussions were prepared by Compensia and were provided to Drs. Blumenkranz and Woiwode and Mr. Cleveland at the meeting.

An informal dinner meeting was held in San Francisco, California on January 12, 2016 to which all the members of the Board and Annapurna’s board of directors and certain members of our and Annapurna’s management were invited to attend. Dr. Blumenkranz, Mr. Cleveland, Dr. Steven Schwartz and Dr. Finer from Avalanche, and Drs. Woiwode, Salzman, Russo, and Dr. Gianni Gromo and Ms. Chahra Louafi from Annapurna attended the dinner, with a representative of Cowen also in attendance.

On January 15, 2016, Drs. Blumenkranz, Woiwode and Salzman, and Mr. Cleveland met in Palo Alto. They discussed the possible organizational structure of the combined company. After negotiations they agreed to propose to their respective boards of directors that the existing shareholders of Annapurna receive shares of Avalanche representing in the aggregate 37.5% ownership interest in the combined company in exchange for their shares of Annapurna capital stock and Annapurna Options. Separately, they also discussed during the meeting possible titles and roles of senior management of the combined company.

On January 19, 2016, Mr. Cleveland, Mr. Hull, Dr. Gasmi, Mr. Michael Swartzburg, Vice President, Finance and Principal Accounting Officer, Ms. Carla Fiankan, Vice-President Regulatory Affairs, Dr. Ratra, Dr. Cheng, and Dr. Elizabeth Alcamo, Director of Pipeline Planning, participated in a telephonic meeting with Dr. Salzman and Dr. Carlo Russo to review and discuss the status and timelines of Annapurna’s programs.

On January 22, 2016, the Board held a regularly scheduled meeting at which representatives of Munger Tolles participated telephonically. At the meeting, the Board was provided with an update of the status of the negotiations with Annapurna relating to the terms of the proposed transaction, the Acquisition Agreement and related documents, which were reviewed and discussed by the Board. The Board was also updated as to the

42

Table of Contents

results of the due diligence activities performed over the past several weeks, following which the Board engaged in an extensive discussion of the due diligence findings to date. Our senior management also presented to the Board an analysis of potential alternative merger or acquisition candidates that might be strategically suitable for Avalanche, which candidates were identified by our senior management and our business development group. Following in-depth discussions, the Board approved the terms of Acquisition Agreement and the proposed transaction, subject to further diligence regarding Annapurna’s clinical programs to be conducted over the course of the following week.

Following the January 22, 2016 Board meeting, Mr. Cleveland and other members of our senior management arranged and conducted additional due diligence on Annapurna’s development programs through telephonic meetings with Dr. Salzman, other members of the Annapurna team, and certain clinical regulatory and preclinical experts and consultants, during which anticipated timelines and other aspects of Annapurna’s clinical programs were discussed at length and in detail.

During the week following the January 22, 2016 Board meeting, Avalanche, Annapurna and their respective representatives finalized the Acquisition Agreement and related agreements, including the employment agreements of Drs. Salzman and Russo. On January 27, 2016 the board of directors of Annapurna voted to support the transaction.

The Board held a meeting on January 29, 2016 to further consider the proposed transaction and related agreements. At the invitation of the Board, members of our senior management and representatives of our legal and financial advisors also attended the meeting. The Board reviewed and engaged in extensive discussions regarding due diligence matters relating to Annapurna’s clinical programs, as well as the material terms of the proposed Acquisition Agreement and related agreements, including, among other things, the consideration, exchange ratio, employment matters, termination fees, and stockholder approval. At the request of the Board, representatives of Cowen then reviewed and discussed its financial analyses of the proposed transaction and the consideration to be paid by Avalanche in the proposed transaction. Thereafter, at the request of the Board, Cowen verbally rendered its opinion to the Board, which was subsequently confirmed in writing that, as of the date of Cowen’s opinion, and subject to the various assumptions made, procedures followed, matters considered, limitations of the review undertaken, qualifications contained and other matters set forth in Cowen’s written opinion, the consideration to be paid by Avalanche in the Transaction pursuant to the terms of the Acquisition Agreement was fair, from a financial point of view, to Avalanche. The Board then unanimously approved the Acquisition Agreement and the proposed transaction with Annapurna.

Following the Board meeting, the parties executed the Acquisition Agreement and related agreements on January 29, 2016 after close of trading on the NASDAQ Global Market. Before the opening of trading on the NASDAQ Global Market on February 1, 2016, we issued a press release announcing the execution of the Acquisition Agreement and held a conference call in connection with the announcement of the proposed transaction.

Recommendation of our Board and Avalanche’s Reasons for the Transaction

Our Board unanimously recommends that you vote “FOR” the Stock Issuance.

Our Board considered the following factors, among others, in reaching its conclusion to approve the Transaction and to recommend that the Avalanche stockholders approve the Stock Issuance, all of which our Board viewed as supporting its decision to approve the Transaction:

43

Table of Contents

Our Board also reviewed the terms of the Acquisition Agreement and associated transactions, including the safeguards and protective provisions provided therein to mitigate certain risks, including:

44

Table of Contents

In the course of its deliberations, our Board also considered a variety of risks and other countervailing factors relating to entering into the Transaction, including:

The foregoing information and factors considered by our Board are not intended to be exhaustive but are believed to include all of the material factors considered by our Board. In view of the wide variety of factors considered in connection with its evaluation of the Transaction and the complexity of these matters, our Board did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of our Board may have given different weight to different factors. Our Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, our management team and our legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination.

This explanation of our Board’s reasons for recommending the approval of the Acquisition Agreement and the Stock Issuance and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23.

Opinion of Cowen and Company, LLC, Financial Advisor to Avalanche

Pursuant to an engagement letter with Avalanche, dated December 17, 2015, Avalanche retained Cowen as its financial advisor to render an opinion to the Avalanche Board as to the fairness, from a financial point of view, to Avalanche of the consideration to be paid by Avalanche in the Transaction.

45

Table of Contents

On January 29, 2016, Cowen delivered to the Avalanche Board its oral opinion, subsequently confirmed in writing, referred to as the “Opinion”, that, as of the date of the Opinion, and subject to the various assumptions made, procedures followed, matters considered, limitations of the review undertaken, qualifications contained and other matters set forth therein, the consideration to be paid by Avalanche in the Transaction pursuant to the terms of the Acquisition Agreement was fair, from a financial point of view, to Avalanche. The full text of the Opinion is attached as Annex D hereto and is incorporated herein by reference. Holders of shares of Avalanche common stock are urged to read the Opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review undertaken by Cowen. The summary of the Opinion set forth herein is qualified in its entirety by reference to the full text of the Opinion. The Opinion was prepared for and addressed to the Avalanche Board and was directed only to the fairness, from a financial point of view, of the consideration to be paid by Avalanche in the Transaction, and does not constitute an opinion as to the merits of the Transaction or a recommendation to any stockholder as to how to vote on the proposed Transaction. The consideration to be paid by Avalanche in the Transaction was determined through negotiations between Avalanche and Annapurna and not pursuant to recommendations of Cowen.

In connection with the Opinion, Cowen reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

In conducting its review and arriving at the Opinion, Cowen, with Avalanche’s consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all information provided to it by Annapurna and Avalanche, respectively, or which was publicly available or was otherwise reviewed by Cowen. Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. In addition, Cowen did not conduct nor assume any obligation to conduct any physical inspection of the properties or facilities of Annapurna or Avalanche. Cowen relied upon the representation of Annapurna and Avalanche that all information provided to it by Annapurna or Avalanche, as applicable, was accurate and complete in all material respects. Cowen did not receive any internal financial analyses, financial forecasts, reports or other information concerning Annapurna prepared by either the management of Annapurna or Avalanche of a nature that would have enabled Cowen to perform a discounted cash flow analysis of Annapurna’s future cash flows.

46

Table of Contents

Cowen assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Annapurna or Avalanche since the date of the last financial statements of Annapurna or Avalanche, as applicable, that were reviewed by it. Cowen did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities of Annapurna or Avalanche, nor was Cowen furnished with such materials. In addition, Cowen did not evaluate the solvency or fair value of Annapurna or Avalanche under any state or federal laws relating to bankruptcy, insolvency or similar matters. The Opinion does not address any legal, tax or accounting matters related to the Acquisition Agreement or the Transaction, as to which Cowen assumed that Avalanche and the Avalanche Board received such advice from legal, tax and accounting advisors as each determined appropriate. The Opinion addresses only the fairness, from a financial point of view, to Avalanche, of the consideration to be paid by Avalanche in the Transaction. Cowen did not express any view as to any other aspect or implication of the Transaction or any other agreement, arrangement or understanding entered into in connection with the Transaction or otherwise. The Opinion is necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by Cowen on the date of the Opinion. The Opinion states that it should be understood that, although subsequent developments may affect the Opinion, Cowen does not have any obligation to update, revise or reaffirm the Opinion and Cowen expressly disclaims any responsibility to do so.

Cowen did not consider any potential legislative or regulatory changes being considered at the time of or recently enacted before the issuance of the Opinion by the United States or any foreign government, or any domestic or foreign regulatory body, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC, the Financial Accounting Standards Board, or any similar foreign regulatory body or board.

For purposes of rendering the Opinion, Cowen assumed in all respects material to its analysis, that the representations and warranties of each party contained in the Acquisition Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Acquisition Agreement and that all conditions to the consummation of the Transaction will be satisfied without waiver thereof. Cowen assumed that the final form of the Acquisition Agreement will be substantially similar to the last draft reviewed by it. Cowen also assumed that all governmental, regulatory and other consents and approvals contemplated by the Acquisition Agreement will be obtained and that in the course of obtaining any of those consents no restrictions will be imposed or waivers made that would have an adverse effect on the contemplated benefits of the Transaction. Cowen assumed that the Transaction will be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable state, federal, or foreign statutes, rules and regulations.

The Opinion states that it is intended for the benefit and use of the Avalanche Board in its consideration of the financial terms of the Transaction and may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with Cowen’s prior written approval. The Opinion states that it may be reproduced in full in any proxy or information statement mailed to the stockholders of Avalanche, but may not otherwise be disclosed publicly in any manner without Cowen’s prior written approval. The Opinion does not constitute a recommendation to the Avalanche Board on whether or not to approve the Transaction or to take any other action in connection with the Transaction or otherwise, or to any stockholder of Avalanche or any other person as to how to vote with respect to the Transaction. Cowen does not express any opinion as to what the value, price or trading range of the shares of Avalanche common stock actually will be following the consummation of the Transaction. Cowen was not requested to opine as to, and the Opinion does not in any manner address, Avalanche’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to other business strategies or transactions that may have been available to Avalanche. Additionally, Cowen was not involved in any determinations of the Avalanche Board or Avalanche’s management to pursue strategic alternatives or in the negotiation of any of the terms of the Transaction, and Cowen was not authorized or requested to, and did not, solicit or investigate any other alternative transactions that may have been available to Avalanche. In addition, Cowen was not requested to opine as to, and the Opinion does not in any manner address, the fairness of the Transaction or the consideration to the holders of any class of securities, creditors or other constituencies of Avalanche.

47

Table of Contents

The following is a summary of the principal financial analyses performed by Cowen to arrive at the Opinion. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. Cowen reviewed with the management of Avalanche the assumptions on which such analyses were based. No limitations were imposed by the Avalanche Board with respect to the investigations made or procedures followed by Cowen in rendering the Opinion.

For purposes of Cowen’s analyses, Cowen calculated the estimated Equity Value of Annapurna of $105.8 million following the consummation of the Transaction, defined as the product of the implied number of shares of Avalanche common stock and options to be issued to the Annapurna Shareholders and the closing price for Avalanche Common Stock as of January 29, 2016, and the estimated Enterprise Value of Annapurna of $103.1 million, defined as the Equity Value plus total debt and less cash and cash equivalents as provided to Cowen by Annapurna’s management and adjusted using the euro-to-U.S. dollar exchange rate as of December 31, 2015.

Analysis of Selected Transactions. Cowen reviewed the financial terms, to the extent publicly available, of 15 transactions (the “Early-Stage Biotech Transactions”) involving the acquisition of companies in the early-stage biotechnology industry which Cowen believes have operating, market valuation and trading valuations similar to what might be expected of Annapurna, which were announced since February 4, 2010. These transactions were (listed as acquiror/target):

Cowen reviewed the upfront consideration (“Upfront Consideration”) and contingent consideration (“Contingent Consideration”) expected to be received by the target’s shareholders in each Early-Stage Biotech Transaction and calculated the total transaction value as the aggregate value of Upfront Consideration and Contingent Consideration in each such Transaction, without any adjustment for probability and time value of money (“Transaction Value”). The following table presents the results of Cowen’s review:

48

Table of Contents

Cowen noted that the implied total Enterprise Value of approximately $103.1 million attributed to Annapurna in the Acquisition Agreement was less than the median Transaction Value of $478.0 million and the median Upfront Consideration of $111.0 million for the Early-Stage Biotech Transactions.

Analysis of Selected Publicly Traded Companies. To provide contextual data and comparative market information, Cowen reviewed certain financial data for certain AAV-based gene therapy companies and pre-data (i.e., no patient clinical data related to such companies’ product candidates have been previously announced) biotechnology companies (excluding pre-data AAV-based gene therapy companies) whose securities are publicly traded and which Cowen believes have operating, market valuation and trading valuations similar to what might be expected of Annapurna. These companies were:

Selected AAV-Based Gene Therapy Companies

Selected Pre-Data Biotechnology Companies (Excluding Selected Pre-Data AAV-Based Gene Therapy Companies)

The financial data analyzed by Cowen included the equity value calculated based on the market capitalization of the common stock of each of these selected companies as of January 29, 2016 on a fully diluted basis using the treasury stock method (“Equity Value”), and the enterprise value of such selected companies calculated as Equity Value plus total debt, preferred stock and non-controlling interest less cash and cash equivalents (“Enterprise Value”).

The following table presents the Equity Value and Enterprise Value metrics of the selected AAV-based gene therapy companies and selected pre-data biotechnology companies (excluding pre-data AAV-based gene therapy companies):

49

Table of Contents

Cowen noted that the implied total Enterprise Value of approximately $103.1 million attributed to Annapurna in the Acquisition Agreement was less than the median Enterprise Value for the selected AAV-based gene therapy companies of $130.7 million and was less than the median Enterprise Value for the selected pre-data biotechnology companies (excluding selected pre-data AAV-based gene therapy companies) of $220.6 million.

IPO Analysis. To analyze the potential valuation which investors might accord Annapurna in the context of a public offering, Cowen reviewed and analyzed certain publicly available financial terms regarding IPOs for certain AAV-based gene therapy companies and pre-data biotechnology companies (excluding pre-data AAV-based gene therapy companies) that have consummated an IPO since October 4, 2012, which companies Cowen believes have operating, market valuation and trading valuations similar to what might be expected of Annapurna. These companies were:

Selected AAV-Based Gene Therapy Companies

Selected Pre-Data Biotechnology Companies (Excluding Selected Pre-Data AAV-Based Gene Therapy Companies)

Cowen calculated the pre-money Equity Value for each selected company at the time of each IPO, and the pre-money Enterprise Value calculated as pre-money Equity Value plus total debt, preferred stock and non-controlling interest less cash and cash equivalents, using the financial terms contained in public filings of such companies.

50

Table of Contents

The following table presents the results of Cowen’s analysis:

Cowen noted that the implied total Enterprise Value of approximately $103.1 million attributed to Annapurna in the Acquisition Agreement was less than the median pre-money Enterprise Value for the selected AAV-based gene therapy companies of $206.1 million and was less than the median pre-money Enterprise Value for the selected pre-data biotechnology companies (excluding selected pre-data AAV-based gene therapy companies) of $127.2 million.

Private Financing Analysis. Cowen reviewed and analyzed certain publicly available information regarding venture-backed, private preferred stock financings since August 1, 2013 for certain AAV-based gene therapy companies and pre-clinical biotechnology companies (excluding pre-clinical AAV-based gene therapy companies) that have filed to go public within 12 months of a private financing, which companies Cowen believes have operating, market valuation and trading valuations similar to what might be expected of Annapurna. These companies were:

Selected AAV-Based Gene Therapy Companies