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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 AVROBIO, Inc. S-4 91:25M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration Statement - Securities for a Merger HTML 7.87M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 122K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 126K
4: EX-10.21 Material Contract HTML 78K
5: EX-10.22 Material Contract HTML 32K
6: EX-10.41 Material Contract HTML 56K
7: EX-10.42 Material Contract HTML 109K
8: EX-10.43 Material Contract HTML 26K
9: EX-21.1 Subsidiaries List HTML 24K
10: EX-23.1 Consent of Expert or Counsel HTML 24K
11: EX-23.2 Consent of Expert or Counsel HTML 24K
13: EX-FILING FEES Filing Fees HTML 43K
12: EX-99.10 Miscellaneous Exhibit HTML 27K
19: R1 Cover HTML 60K
20: R2 Condensed Consolidated Balance Sheets HTML 122K
21: R3 Condensed Consolidated Balance Sheets HTML 46K
(Parenthetical)
22: R4 Condensed Consolidated Statements of Operations HTML 81K
and Comprehensive Income (Loss)
23: R5 Condensed Consolidated Statements of Stockholders' HTML 97K
Equity
24: R6 Condensed Consolidated Statements of Stockholders' HTML 28K
Equity (Parenthetical)
25: R7 Condensed Consolidated Statements of Cash Flows HTML 135K
26: R8 Nature of the Business HTML 40K
27: R9 Summary of Significant Accounting Policies HTML 84K
28: R10 License Agreements HTML 74K
29: R11 Fair Value Measurement HTML 65K
30: R12 Supplemental Balance Sheet Information HTML 91K
31: R13 Leases HTML 62K
32: R14 Commitments and Contingencies HTML 37K
33: R15 401(k) Savings Plan HTML 31K
34: R16 Note Payable HTML 52K
35: R17 Stockholders' Equity HTML 57K
36: R18 Stock-Based Compensation HTML 108K
37: R19 Income Taxes HTML 63K
38: R20 Net Income (Loss) Per Share HTML 59K
39: R21 Related Party Transactions HTML 35K
40: R22 Restructuring Activities HTML 38K
41: R23 Subsequent Events HTML 30K
42: R24 Summary of Significant Accounting Policies HTML 131K
(Policies)
43: R25 Summary of Significant Accounting Policies HTML 30K
(Tables)
44: R26 Fair Value Measurement (Tables) HTML 63K
45: R27 Supplemental Balance Sheet Information (Tables) HTML 95K
46: R28 Leases (Tables) HTML 59K
47: R29 Note Payable (Tables) HTML 40K
48: R30 Stockholders' Equity (Tables) HTML 49K
49: R31 Stock-Based Compensation (Tables) HTML 97K
50: R32 Income Taxes (Tables) HTML 58K
51: R33 Net Income (Loss) Per Share (Tables) HTML 60K
52: R34 Restructuring Activities (Tables) HTML 32K
53: R35 Nature of the Business - Additional Information HTML 42K
(Detail)
54: R36 Summary of Significant Accounting Policies - HTML 45K
Additional Information (Detail)
55: R37 Summary of Significant Accounting Policies - HTML 36K
Schedule of Property and Equipment Estimated
Useful Life (Detail)
56: R38 License Agreements - Additional Information HTML 120K
(Detail)
57: R39 Fair Value Measurement - Summary of Financial HTML 36K
Assets Measured at Fair Value on Recurring Basis
(Detail)
58: R40 Supplemental Balance Sheet Information - Summary HTML 38K
of Prepaid Expenses and Other Current Assets
(Detail)
59: R41 Supplemental Balance Sheet Information - Summary HTML 50K
of Property and Equipment, Net (Detail)
60: R42 Supplemental Balance Sheet Information - HTML 42K
Additional Information (Detail)
61: R43 Supplemental Balance Sheet Information - Summary HTML 31K
of Restricted Cash (Detail)
62: R44 Supplemental Balance Sheet Information - Summary HTML 36K
of Accrued Expenses (Detail)
63: R45 Leases - Additional Information (Detail) HTML 64K
64: R46 Leases - Summary of effective lease cost HTML 31K
comprehensive income loss (Detail)
65: R47 Leases - Summary of Future Minimum Payments of HTML 52K
Operating Lease Liabilities (Detail)
66: R48 Lease - Schedule of Future Minimum Lease Payments HTML 40K
for Capital Leases Relevant Accounting Standard
(Detail)
67: R49 Note Payable - Additional Information (Detail) HTML 84K
68: R50 Note Payable - Carrying Value of Note Payable HTML 33K
(Detail)
69: R51 Note Payable - Future Principal Payments (Detail) HTML 40K
70: R52 Stockholders' Equity - Additional Information HTML 77K
(Detail)
71: R53 Stockholders' Equity - Summary of Common Stock HTML 47K
Reserved for Future Issuance (Detail)
72: R54 Stock-Based Compensation - Summary of Assumptions HTML 36K
that Used to Determine Grant-Date Fair Value of
Stock Options Granted to Employees and Members of
Board of Directors (Detail)
73: R55 Stock-Based Compensation - Summary of Stock Option HTML 63K
Activity (Detail)
74: R56 Stock-Based Compensation - Additional Information HTML 94K
(Detail)
75: R57 Stock-Based Compensation - Summary of Restricted HTML 56K
Common Stock Units (Detail)
76: R58 Stock-Based Compensation - Schedule of Stock-based HTML 34K
Compensation Expense (Detail)
77: R59 401(k) Savings Plan - Additional Information HTML 33K
(Detail)
78: R60 Income Taxes - Additional Information (Detail) HTML 64K
79: R61 Income Taxes - Schedule of Reconciliation of HTML 45K
Income Tax Expense (Benefit) (Detail)
80: R62 Income Taxes - Schedule of Deferred Tax Assets and HTML 57K
Liabilities (Detail)
81: R63 Net Income (Loss) Per Share - Components of Basic HTML 56K
and Diluted Earnings Per Share (Detail)
82: R64 Net Income (Loss) Per Share - Schedule of Dilutive HTML 40K
Common Stock Equivalents Excluded from Computation
of Diluted Net Loss per Share (Detail)
83: R65 Related Party Transactions - Additional HTML 47K
Information (Detail)
84: R66 Restructuring Activities (Additional Information) HTML 46K
(Details)
85: R67 Restructuring Activities - Summary of HTML 38K
Restructuring Activities (Detail)
86: R68 Subsequent Events (Additional Information) HTML 31K
(Details)
88: XML IDEA XML File -- Filing Summary XML 157K
91: XML XBRL Instance -- d770053ds4_htm XML 2.00M
87: EXCEL IDEA Workbook of Financial Report Info XLSX 168K
15: EX-101.CAL XBRL Calculations -- avro-20230930_cal XML 139K
16: EX-101.DEF XBRL Definitions -- avro-20230930_def XML 579K
17: EX-101.LAB XBRL Labels -- avro-20230930_lab XML 1.23M
18: EX-101.PRE XBRL Presentations -- avro-20230930_pre XML 893K
14: EX-101.SCH XBRL Schema -- avro-20230930 XSD 186K
89: JSON XBRL Instance as JSON Data -- MetaLinks 473± 703K
90: ZIP XBRL Zipped Folder -- 0001193125-24-034461-xbrl Zip 5.69M
| EX-10.22 |
Exhibit 10.22
EMPLOYEE RELOCATION AND TRANSITION BENEFITS AGREEMENT
This Employee Relocation and Transition Benefits Agreement (“Agreement”) is entered into as of 31st January 2022 by and between Azadeh Golipour, PhD (“Employee”) and AVROBIO, Inc.
1. Repayment Agreement. Reference is made to that certain Employment Agreement by and between the Company and Employee, dated as of January 26, 2022 (the “Employment Agreement”). In consideration of any payment made to Employee, or on Employee’s behalf to a third-party, in connection with Employee’s relocation(s) and/or transition, as set forth in the Employment Agreement (hereinafter “Relocation and Transition Payments”) by AVROBIO, Inc. (or of its any subsidiaries, affiliates or divisions, hereinafter collectively referred to as “the Company”), Employee agrees that if Employee voluntarily terminates employment for any reason or if the Company terminates Employee for Cause (as defined in the Employment Agreement) (“a Separation”), Employee will be required to repay all such relocation and/or transition payments, expenditures and reimbursements made to Employee or others pursuant to the Employment Agreement (including tax gross-up payments) as set forth more fully below:
| • | If a Separation occurs on or before the twelve (12) month anniversary of January 1, 2022, Employee agrees to repay one hundred percent (100%) of all Relocation and Transition Payments. |
| • | If a Separation occurs after twelve (12) months but on or before the twenty-four (24) month anniversary of January 1, 2022, Employee agrees to repay fifty percent (50%) of all Relocation and Transition Payments. |
Employee agrees to reimburse the Company as required by this Agreement no later than thirty (30) days after a Separation occurs unless an alternate payment schedule is agreed to in writing by Employee and the Company. To the extent allowed by law, this Agreement serves as written authorization by Employee that the Company may deduct any sums due under this Agreement from amounts payable to Employee from the Company, including without limitation salary, commissions, bonus, vacation pay or other incentive compensation.
2. No Offer of Employment. Employee understands and agrees that nothing in this Agreement is intended to create or imply an employment contract or guarantee of employment or continued employment with the Company and that Employee’s employment with the Company remains “at-will”, meaning that Employee is free to terminate Employee’s employment at any time and for any reason and that the Company has this same right, in each case subject to the terms of the Employment Agreement.
3. Survival and Assignment by the Company. Employee understands that Employee’s obligations under this Agreement will continue in accordance with its express terms regardless of any changes in title, position, duties, salary, compensation or benefits or other terms and conditions of employment. The Company will have the right to assign this Agreement to its affiliates, successors and assigns.
1
4. Waiver. Employee acknowledges and agrees that no waiver of any of Employee’s obligations under this Agreement shall be effective unless made in writing by the Company. The failure of the Company to require Employee’s performance of any term or obligation of this Agreement, or the waiver of any breach of this Agreement, shall not prevent the Company’s subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
5. Severability. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
6. Choice of Law and Jurisdiction. This Agreement will be deemed to be made and entered into in the Commonwealth of Massachusetts, and will in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts. Employee hereby consents to personal jurisdiction of the state and federal courts situated within Massachusetts for purposes of enforcing this Agreement and waives any objection that Employee might have to personal jurisdiction or venue in those courts.
7. Entire Agreement; Amendment. This Agreement, together with Employee’s Offer Letter, constitute the entire agreement between the Company and Employee with respect to the subject matter hereof, and supersede all prior agreements or understandings, both written and oral, between the Company and Employee with respect to the subject matter hereof. This Agreement may be amended only in a written agreement executed by a duly authorized officer of the Company and Employee.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of the date set forth below.
| EMPLOYEE | ||
| Signed: | /s/ Azadeh Golipour | |
| Name: | Azadeh Golipour, PhD | |
| Date: | 31 - Jan - 2022 | |
| AVROBIO, INC. | ||
| By: | /s/ Scott Gottesman | |
| Name: | Scott Gottesman | |
| Title: | VP, Human Resources | |
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| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/14/24 | |||
| Filed on: | 2/13/24 | SC 13G/A | ||
| 1/26/22 | ||||
| 1/1/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 AVROBIO, Inc. S-4/A 91:17M Donnelley … Solutions/FA 3/26/24 AVROBIO, Inc. S-4/A 3/25/24 89:18M Donnelley … Solutions/FA 3/14/24 AVROBIO, Inc. 10-K 12/31/23 80:9.4M Donnelley … Solutions/FA |