8-K
filed June 20, 2024, 7:59 PM ET
ticker TECX
CIK 0001681087
M&A
confidence high
sentiment neutral
materiality 1.00
Tectonic Therapeutic, Inc. (TECX): M&A transaction — Tectonic Therapeutic completes merger with AVROBIO, begins trading as TECX
Tectonic Therapeutic, Inc.
- Merger completed on June 20, 2024; AVROBIO merged into Tectonic, which survived as a wholly owned subsidiary.
- AVROBIO effected a 1-for-12 reverse stock split and changed its name to Tectonic Therapeutic, Inc.
- Shares began trading on Nasdaq under ticker TECX on June 21, 2024, replacing prior symbol AVRO.
- Contingent Value Rights (CVRs) issued to AVROBIO stockholders for potential proceeds from legacy assets.
- Post-merger ownership: Tectonic securityholders ~75.2%, AVROBIO securityholders ~24.8% on a diluted basis.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian Clark resigned as Director at Tectonic Therapeutic, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Merger, Gail Farfel, Ph.D., Christopher Paige, Ph.D., Philip J. Vickers, Ph.D., Ian Clark, Annalisa Jenkins, M.B.B.S., F.R.C.P. and Bruce Booth, D.Phil. resigned from the AVROBIO’s board of directors and committees of the AVROBIO board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to its operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alise Reicin was appointed as Director at Tectonic Therapeutic, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the closing of the Merger on June 20, 2024, the size of the board of directors was fixed at six members and the board of directors of the Company was reconstituted as follows: (i) Phillip B. Donenberg (designated by AVROBIO), and (ii) Alise Reicin, M.D., Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic, M.S., M.B.A. (designated by Tectonic).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy A. Springer was appointed as Director at Tectonic Therapeutic, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the closing of the Merger on June 20, 2024, the size of the board of directors was fixed at six members and the board of directors of the Company was reconstituted as follows: (i) Phillip B. Donenberg (designated by AVROBIO), and (ii) Alise Reicin, M.D., Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic, M.S., M.B.A. (designated by Tectonic).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stefan Vitorovic was appointed as Director at Tectonic Therapeutic, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the closing of the Merger on June 20, 2024, the size of the board of directors was fixed at six members and the board of directors of the Company was reconstituted as follows: (i) Phillip B. Donenberg (designated by AVROBIO), and (ii) Alise Reicin, M.D., Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic, M.S., M.B.A. (designated by Tectonic).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Praveen Tipirneni was appointed as Director at Tectonic Therapeutic, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the closing of the Merger on June 20, 2024, the size of the board of directors was fixed at six members and the board of directors of the Company was reconstituted as follows: (i) Phillip B. Donenberg (designated by AVROBIO), and (ii) Alise Reicin, M.D., Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic, M.S., M.B.A. (designated by Tectonic).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce Booth resigned as Director at Tectonic Therapeutic, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Merger, Gail Farfel, Ph.D., Christopher Paige, Ph.D., Philip J. Vickers, Ph.D., Ian Clark, Annalisa Jenkins, M.B.B.S., F.R.C.P. and Bruce Booth, D.Phil. resigned from the AVROBIO’s board of directors and committees of the AVROBIO board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to its operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gail Farfel resigned as Director at Tectonic Therapeutic, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Merger, Gail Farfel, Ph.D., Christopher Paige, Ph.D., Philip J. Vickers, Ph.D., Ian Clark, Annalisa Jenkins, M.B.B.S., F.R.C.P. and Bruce Booth, D.Phil. resigned from the AVROBIO’s board of directors and committees of the AVROBIO board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to its operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Paige resigned as Director at Tectonic Therapeutic, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Merger, Gail Farfel, Ph.D., Christopher Paige, Ph.D., Philip J. Vickers, Ph.D., Ian Clark, Annalisa Jenkins, M.B.B.S., F.R.C.P. and Bruce Booth, D.Phil. resigned from the AVROBIO’s board of directors and committees of the AVROBIO board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to its operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Annalisa Jenkins resigned as Director at Tectonic Therapeutic, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Merger, Gail Farfel, Ph.D., Christopher Paige, Ph.D., Philip J. Vickers, Ph.D., Ian Clark, Annalisa Jenkins, M.B.B.S., F.R.C.P. and Bruce Booth, D.Phil. resigned from the AVROBIO’s board of directors and committees of the AVROBIO board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to its operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Terrance McGuire was appointed as Director at Tectonic Therapeutic, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the closing of the Merger on June 20, 2024, the size of the board of directors was fixed at six members and the board of directors of the Company was reconstituted as follows: (i) Phillip B. Donenberg (designated by AVROBIO), and (ii) Alise Reicin, M.D., Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic, M.S., M.B.A. (designated by Tectonic).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip J. Vickers resigned as Director at Tectonic Therapeutic, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
immediately prior to the Merger, Gail Farfel, Ph.D., Christopher Paige, Ph.D., Philip J. Vickers, Ph.D., Ian Clark, Annalisa Jenkins, M.B.B.S., F.R.C.P. and Bruce Booth, D.Phil. resigned from the AVROBIO’s board of directors and committees of the AVROBIO board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to its operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Phillip B. Donenberg was appointed as Director at Tectonic Therapeutic, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the closing of the Merger on June 20, 2024, the size of the board of directors was fixed at six members and the board of directors of the Company was reconstituted as follows: (i) Phillip B. Donenberg (designated by AVROBIO), and (ii) Alise Reicin, M.D., Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic, M.S., M.B.A. (designated by Tectonic).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tectonic Therapeutic, Inc. underwent a change of control involving Tectonic Therapeutic, Inc. for 0.53441999 shares of the Company’s common stock for each share of Tectonic common stock (closed 2024-06-20).
- Action
- change of control
- Counterparty
- Tectonic Therapeutic, Inc.
- Consideration
- 0.53441999 shares of the Company’s common stock for each share of Tectonic common stock
- Closing
- 2024-06-20
Exact text from the filing
At the effective time of the Merger, the Company issued an aggregate of approximately 5,322,169 shares of its common stock to Tectonic stockholders, based on an exchange ratio of 0.53441999 (after giving effect to the Reverse Stock Split) shares of the Company’s common stock for each share of Tectonic common stock outstanding immediately prior to the Merger,
View on SEC.gov
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