Adverum Biotech SEC Filings

Adverum Biotechnologies (ADVM) reported Q3 2025 results and outlined pending acquisition terms with Eli Lilly. The company posted a quarterly net loss of $47.7 million (loss per share $2.03) on operating expenses of $48.0 million as research and development rose to $38.9 million. Year‑to‑date net loss was $143.9 million.

Liquidity tightened: cash and cash equivalents were $26.1 million as of September 30, 2025, and operating cash use for the nine months was $109.7 million. Total assets were $72.4 million versus $179.8 million at year‑end, and stockholders’ equity moved to a $(55.7) million deficit. Management disclosed substantial doubt about the company’s ability to continue as a going concern.

On October 24, 2025, Lilly launched a tender offer to acquire all shares for $3.56 in cash per share plus one CVR worth up to $8.91 upon milestones: up to $1.78 on U.S. approval of Ixo‑vec and up to $7.13 if annual worldwide Ixo‑vec net sales exceed $1.0 billion. The company also entered a secured note with Lilly for up to $65.0 million (SOFR + 10%), with $5.0 million funded on October 28 and $15.0 million on November 7. A $10.0 million August private placement added limited cash. Clinical programs advanced with Phase 3 ARTEMIS screening completed and AQUARIUS planned.

Eli Lilly, through its wholly owned subsidiary Flying Tigers Acquisition Corporation, launched a cash tender offer to acquire all outstanding shares of Adverum Biotechnologies (ADVM). Holders who tender will receive $3.56 per share in cash, plus one non‑tradable contingent value right (CVR) per share that entitles the holder to receive up to an aggregate $8.91 in contingent cash payments upon achievement of specified milestones, all subject to the terms and conditions of the CVR agreement and the Offer to Purchase.

The consideration is payable in cash, without interest and less applicable tax withholding, and the CVR provides potential added payments tied to future milestone achievements.

Adverum Biotechnologies (ADVM) is the target of a planned tender offer by Eli Lilly and Company via its wholly owned subsidiary, Flying Tigers Acquisition Corporation, under an Agreement and Plan of Merger dated October 24, 2025.

The tender offer has not yet commenced. Upon commencement, Lilly and its subsidiary will file tender offer materials on Schedule TO, and Adverum will file a Schedule 14D-9 to provide its position. These documents will be available on the SEC’s website and at Lilly’s investor site, and mailed to stockholders at no charge.

The communication includes forward-looking statements noting uncertainties around closing, potential contingent consideration, and availability of financing under a promissory note. Completion of the acquisition is not guaranteed and remains subject to customary conditions.

Adverum Biotechnologies agreed to be acquired by Eli Lilly via a tender offer and follow-on merger. Holders will receive $3.56 in cash per share plus one non‑tradable CVR with potential milestone payments of up to $8.91 per CVR, subject to specified regulatory and commercial milestones for the Ixo‑vec product.

The offer requires a majority of outstanding shares to be tendered and is followed by a merger under DGCL Section 251(h) without a stockholder vote. The board unanimously approved the deal and recommends stockholders tender. The agreement permits a $4,000,000 termination fee in specified circumstances and includes customary non‑solicitation terms and conditions.

Concurrently, Lilly provided up to $65.0 million in secured financing via a note with scheduled advances ($5.0M on Oct 28; $15.0M on Nov 7; $20.0M on Nov 21; $25.0M on Dec 5), interest at SOFR + 10.0%, maturity on January 22, 2026, a 5.0% prepayment premium, and a first‑priority lien. The filing also details treatment of equity awards, including 1,959,880 PSUs becoming effective, and outlines warrant treatment at closing.

Adverum Biotechnologies received an amended Schedule 13G/A from multiple Frazier Life Sciences entities reporting passive holdings in the company's common stock. Frazier Life Sciences Public Fund, L.P. reported 1,129,057 shares (5.4%). Other Frazier funds listed holdings of 427,500 (2.0%), 129,870 (0.6%), 272,945 (1.3%) and 118,059 (0.6%), based on 20,984,161 shares outstanding as of August 5, 2025. The filing clarifies shared voting and dispositive power among named entities, corrects prior attributions to certain committee members, discloses prefunded warrants held by the funds with exercise limits, and includes a certification that the securities were not acquired to influence control of the issuer.

Adverum reported accelerating clinical investment alongside a sharply widening operating loss and constrained liquidity. The company recorded a net loss of $49.2 million for the quarter and $96.2 million for the six months, compared with $30.5 million and $57.6 million in the prior-year periods. Cash, cash equivalents and short-term investments totaled $44.4 million at June 30, 2025 and the company used $81.5 million of cash in operations in the six months. Management states available funds, including proceeds from an August 2025 private placement, are expected to fund operations into the fourth quarter of 2025 but are insufficient to provide twelve months of liquidity, which raises substantial doubt about the company’s ability to continue as a going concern.

On the clinical front, Adverum is advancing its lead program, Ixo-vec. The company initiated the ARTEMIS Phase 3 trial in February 2025 and plans a second Phase 3 trial (AQUARIUS) subject to funding. LUNA Phase 2 52-week topline results showed meaningful treatment-burden reductions (annualized anti-VEGF injection reductions of 88% at 6E10 and 92% at 2E11 with injection-free rates of 54% and 69%), and OPTIC long-term data show durable responses out to multi-year follow-up. The company holds several regulatory designations for Ixo-vec (FDA Fast Track and RMAT, EMA PRIME, MHRA Innovation Passport).

Adverum Biotechnologies reported that it has issued a press release announcing its financial results for the quarter ended June 30, 2025 and providing a corporate update. The press release is furnished as Exhibit 99.1, and the cover page of the report is presented in Inline XBRL as Exhibit 104.

The filing explicitly states that the information in the report and the exhibit is not deemed "filed" under the Exchange Act and will not be incorporated by reference into other SEC filings. The 8-K itself does not include the underlying financial figures; the detailed results are contained in the furnished press release.