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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 AVROBIO, Inc. S-4/A 3/25/24 89:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration Statement HTML 6.92M - Securities for a Merger 2: EX-5.1 Opinion of Counsel re: Legality HTML 29K 3: EX-10.35 Material Contract HTML 164K 4: EX-10.36 Material Contract HTML 177K 5: EX-10.37 Material Contract HTML 93K 6: EX-10.38 Material Contract HTML 112K 7: EX-10.39 Material Contract HTML 190K 8: EX-10.40 Material Contract HTML 149K 9: EX-21.1 Subsidiaries List HTML 23K 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 44K 12: EX-99.10 Miscellaneous Exhibit HTML 27K 24: R1 Cover Page HTML 59K 25: R2 Consolidated Balance Sheets HTML 114K 26: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K 27: R4 Consolidated Statements Of Operations And HTML 84K Comprehensive Income (Loss) 28: R5 Consolidated Statements of Stockholders' Equity HTML 66K 29: R6 Consolidated Statements of Cash Flows HTML 118K 30: R7 Nature of the Business HTML 36K 31: R8 Summary of Significant Accounting Policies HTML 70K 32: R9 License and Purchase Agreements HTML 51K 33: R10 Fair Value of Financial Assets and Liabilities HTML 49K 34: R11 Supplemental Balance Sheet Information HTML 62K 35: R12 Leases HTML 44K 36: R13 Note Payable HTML 40K 37: R14 Common Stock HTML 49K 38: R15 Stock-Based Compensation HTML 78K 39: R16 401(k) Savings Plan HTML 31K 40: R17 Commitments and Contingencies HTML 34K 41: R18 Income Taxes HTML 73K 42: R19 Net Income (Loss) per Share HTML 50K 43: R20 Related Party Transactions HTML 32K 44: R21 Restructuring HTML 37K 45: R22 Subsequent Events HTML 30K 46: R23 Summary of Significant Accounting Policies HTML 109K (Policies) 47: R24 Summary of Significant Accounting Policies HTML 29K (Tables) 48: R25 Fair Value of Financial Assets and Liabilities HTML 48K (Tables) 49: R26 Supplemental Balance Sheet Information (Tables) HTML 67K 50: R27 Leases (Tables) HTML 43K 51: R28 Note Payable (Tables) HTML 31K 52: R29 Common Stock (Tables) HTML 41K 53: R30 Stock-Based Compensation (Tables) HTML 68K 54: R31 Income Taxes (Tables) HTML 67K 55: R32 Net Income (Loss) per Share (Tables) HTML 51K 56: R33 Restructuring (Tables) HTML 32K 57: R34 Nature of the Business - Additional Information HTML 44K (Detail) 58: R35 Summary of Significant Accounting Policies - HTML 39K Additional Information (Detail) 59: R36 Summary of Significant Accounting Policies - HTML 35K Schedule of Property and Equipment Estimated Useful Life (Detail) 60: R37 License and Purchase Agreements - Additional HTML 104K Information (Detail) 61: R38 Fair Value of Financial Assets and Liabilities - HTML 35K Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) 62: R39 Fair Value of Financial Assets and Liabilities - HTML 27K Additional Information (Detail) 63: R40 Supplemental Balance Sheet Information - Summary HTML 37K of Prepaid Expenses and Other Current Assets (Detail) 64: R41 Supplemental Balance Sheet Information - Summary HTML 44K of Property and Equipment, Net (Detail) 65: R42 Supplemental Balance Sheet Information - HTML 28K Additional Information (Detail) 66: R43 Supplemental Balance Sheet Information - Summary HTML 30K of Restricted Cash (Detail) 67: R44 Supplemental Balance Sheet Information - Summary HTML 36K of Accrued Expenses (Detail) 68: R45 Leases - Additional Information (Detail) HTML 47K 69: R46 Leases - Schedule of effective lease cost HTML 31K comprehensive income loss (Details) 70: R47 Leases - Summary of Future Minimum Lease Payments HTML 39K Due Under Operating Leases (Details) 71: R48 Note Payable - Additional Information (Details) HTML 76K 72: R49 Note Payable - Carrying Value of Note Payable HTML 32K (Details) 73: R50 Common Stock - Additional Information (Detail) HTML 70K 74: R51 Common Stock - Summary of Common Stock Reserved HTML 46K for Future Issuance (Detail) 75: R52 Stock-Based Compensation - Additional Information HTML 91K (Detail) 76: R53 Stock-Based Compensation - Summary of Assumptions HTML 33K that Used to Determine Grant-Date Fair Value of Stock Options Granted to Employees and Members of Board (Detail) 77: R54 Stock-Based Compensation - Summary of Stock Option HTML 61K Activity (Detail) 78: R55 Stock-Based Compensation - Summary of Restricted HTML 55K Stock Award and Restricted Stock Unit Activity (Detail) 79: R56 Stock-Based Compensation - Schedule of Stock-based HTML 33K Compensation Expense (Detail) 80: R57 401(k) Savings Plan - Additional Information HTML 33K (Detail) 81: R58 Income Taxes - Additional Information (Detail) HTML 62K 82: R59 Income Taxes - Schedule of Reconciliation of HTML 50K Income Tax Expense (Benefit) (Detail) 83: R60 Income Taxes - Schedule of Deferred Tax Assets and HTML 58K Liabilities (Detail) 84: R61 Net Income (Loss) Per Share - Components of Basic HTML 56K and Diluted Earnings Per Share (Details) 85: R62 Net Income (Loss) Per Share - Schedule of Dilutive HTML 33K Common Stock Equivalents Excluded from Computation of Diluted Net Loss per Share (Detail) 86: R63 Related Party Transactions - Additional HTML 44K Information (Detail) 87: R64 Restructuring - Additional Information (Details) HTML 56K 88: R65 Restructuring - Schedule of Restructuring HTML 37K Activities (Details) 89: R66 Subsequent Events - Additional Information HTML 33K (Details) 20: XML IDEA XML File -- Filing Summary XML 152K 23: XML XBRL Instance -- d770053ds4a_htm XML 1.23M 19: EXCEL IDEA Workbook of Financial Report Info XLSX 150K 15: EX-101.CAL XBRL Calculations -- avro-20231231_cal XML 112K 16: EX-101.DEF XBRL Definitions -- avro-20231231_def XML 541K 17: EX-101.LAB XBRL Labels -- avro-20231231_lab XML 1.19M 18: EX-101.PRE XBRL Presentations -- avro-20231231_pre XML 838K 14: EX-101.SCH XBRL Schema -- avro-20231231 XSD 194K 21: JSON XBRL Instance as JSON Data -- MetaLinks 444± 653K 22: ZIP XBRL Zipped Folder -- 0001193125-24-076669-xbrl Zip 3.19M
EX-5.1 |
Exhibit 5.1
Goodwin Procter LLP 100 Northern Avenue goodwinlaw.com +1 617 570 1000 |
AVROBIO, Inc.
100 Technology Square
Sixth Floor
Re: | Securities Registered under Registration Statement on Form S-4 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-4 (File No. 333-277048) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by AVROBIO, Inc., a Delaware corporation (the “Company”), of up to 104,564,992 shares (subject to adjustment based on the final exchange ratio as described in the Registration Statement, the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), to be newly issued and sold by the Company. The Shares are being issued to the stockholders of Tectonic Therapeutic, Inc., a Delaware corporation (“Tectonic”) pursuant to the merger contemplated by the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024, by and among the Company, Alpine Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Tectonic (as may be amended and/or restated from time to time, the “Merger Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery in exchange for the outstanding shares of capital stock of Tectonic in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and non-assessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
AVROBIO, Inc.
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
GOODWIN PROCTER LLP |
This ‘S-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 3/26/24 | |||
Filed on: | 3/25/24 | |||
1/30/24 | 425, 8-K | |||
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 |