SOLID BIOSCIENCES INC. : Entering into a Material Definitive Agreement, Unrecorded Sale of Equity Securities, Change of Directors or Principal Officers, Disclosure of FD Rules, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Merger Agreement

On September 29, 2022, Solid Biosciences Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
Greenland Merger Sub LLC, a Delaware limited liability corporation and a wholly
owned subsidiary of the Company ("Transitory Subsidiary"), AavantiBio, Inc., a
Delaware corporation ("AavantiBio"), and, solely in his capacity as equityholder
representative, Doug Swirsky. The Merger Agreement provides for the acquisition
of AavantiBio by the Company through the merger of Transitory Subsidiary into
AavantiBio, with AavantiBio surviving as a wholly owned subsidiary of the
Company (the "Merger"). AavantiBio is a privately-held gene therapy company
focused on advancing innovative gene therapies in areas of high unmet medical
need, including a lead program in Friedreich's Ataxia, a rare inherited genetic
disease that causes cardiac and central nervous system dysfunction.

At the effective time of the Merger, by virtue of the Merger and without any
action on the part of the holders of capital stock of AavantiBio, all issued and
outstanding shares of the preferred stock of AavantiBio will be converted into
the right to receive, subject to certain adjustments based on AavantiBio's
indebtedness as of the closing, an aggregate, of (i) $1,000 and (ii) a number of
shares of the Company's common stock (the "Stock Consideration") (rounded to the
nearest whole share) equal to fifteen percent (15%) of outstanding shares of the
Company's common stock as of immediately prior to the closing of the Merger (and
for the avoidance of doubt, before giving effect to the issuance of any
securities pursuant to the Private Placement (as defined below)), calculated on
a fully diluted basis using the treasury stock method (including, for clarity,
calculated by disregarding any out-of-the-money outstanding stock options of the
Company).

In connection with the Merger, the Company will prepare, file and mail a proxy
statement and seek the approval of its stockholders to, among other things,
issue the Stock Consideration issuable in connection with the Merger under the
rules of The Nasdaq Stock Market LLC ("Nasdaq") (the "Company Voting
Proposals").

Each of the Company and AavantiBio has agreed to customary representations,
warranties, covenants and indemnification rights in the Merger Agreement,
including, among others, covenants relating to the conduct of their respective
businesses during the period between the date of signing the Merger Agreement
and the closing of the Merger, using its reasonable best efforts to cause the
Merger to be consummated, non-solicitation of alternative acquisition proposals,
and the conduct of their respective businesses during the period between the
date of signing the Merger Agreement and the closing of the Merger. The Merger
Agreement includes customary closing conditions, including regarding receipt of
the required approvals by the parties' stockholders, the accuracy of the
representations and warranties, compliance by the parties with their respective
covenants, and Nasdaq's approval of the listing of the Stock Consideration.

The Merger Agreement contains certain termination rights of each of the Company
and AavantiBio, including if the Company's stockholders fail to adopt and
approve the Company Voting Proposals. Upon termination of the Merger Agreement
under specified circumstances, the Company may be required to pay AavantiBio a
termination fee of $310,000 and reimburse AavantiBio's expenses up to a maximum
of $750,000.

It is expected that, subject to and effective upon the closing of the Merger,
Alexander (Bo) Cumbo, the current President and Chief Executive Officer of
AavantiBio, will be appointed as the President and Chief Executive Officer of
the Company, and Mr. Cumbo and Adam Koppel, Managing Director of Bain Capital
Life Sciences, will join the board of directors (the "Board") of the Company.

Support agreements

Concurrently with the execution of the Merger Agreement, (i) certain
stockholders of AavantiBio (solely in their respective capacities as AavantiBio
stockholders) holding approximately 79% of the outstanding shares of AavantiBio
capital stock entered into support agreements with the Company and AavantiBio to
vote all of their shares of AavantiBio capital stock in favor of adoption of the
Merger Agreement and against any alternative acquisition proposals (the
"AavantiBio Support Agreements") and (ii) certain stockholders of the Company
holding approximately 29.8% of the

--------------------------------------------------------------------------------
outstanding shares of Company common stock entered into support agreements with
the Company and AavantiBio to vote all of their shares of Company common stock
. . .


Item 3.02 Unrecorded Sales of Equity securities.

The information contained above in Section 1.01 relating to the Merger and the Private Placement is hereby incorporated by reference into this Section 3.02.

The issuance of the Stock Consideration in the Merger and the offering and sale
of PIPE Shares in the Private Placement will be made in reliance on the
exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and/or Rule 506 of Regulation D promulgated under the
Securities Act and corresponding provisions of state securities or "blue sky"
laws. The Stock Consideration to be issued in the Merger and the PIPE Shares to
be issued and sold in the Private Placement have not been registered under the
Securities Act or any state securities laws and such securities may not be
offered or sold in the United States absent registration with the SEC or an
applicable exemption from the registration requirements. The issuance of the
Stock Consideration in the Merger and the issuance and sale of the PIPE Shares
will not involve a public offering and will be made without general solicitation
or general advertising. The AavantiBio stockholders receiving Stock
Consideration have or will, and the PIPE Investors have represented that they
are accredited investors, as such term is defined in Rule 501(a) of Regulation D
under the Securities Act, and that they are acquiring the securities for
investment purposes only and not with a view to any resale, distribution or
other disposition of the securities in violation of the United States federal
securities laws.


Article 5.02 Departure of directors or certain officers; Election of directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Resignation of key executives

On September 29, 2022, Ilan Ganot notified the Company of his intention to
resign as the Company's Chief Executive Officer and President, subject to, and
contingent and effective upon, the closing of the Merger (such date, the
"Effective Date"). Following the resignation, Mr. Ganot will continue to serve
on the Board.

On September 29, 2022, Erin Powers Brennan has also notified the Company of his intention to resign as General Counsel and Company Secretary, subject to, and subject to and effective as of the Effective Date.

————————————————– ——————————

Executive employment contract

On September 29, 2022, the Company entered into an employment agreement with
Alexander Cumbo (the "Cumbo Employment Agreement"), pursuant to which Mr. Cumbo
will serve as the Company's President and Chief Executive Officer, subject to
his appointment to such position by the Board and subject to, and contingent and
effective upon, the Effective Date.

The Cumbo Employment Agreement sets forth the terms of Mr. Cumbo's compensation,
including his base salary, and annual performance bonus opportunity. In
addition, the Cumbo Employment Agreement provides that, subject to eligibility
requirements under the plan documents governing such programs and the Company's
policies, Mr. Cumbo is entitled, on the same basis as other Company employees,
to participate in and receive benefits under, any medical, vision and dental
insurance policy maintained by the Company and the Company will pay, consistent
with its then current employee benefit policy, a portion of the cost of the
premiums for any such insurance policy in which the executive elects to
participate. Mr. Cumbo will also be eligible to receive paid vacation time, sick
time, and Company holidays consistent with the Company's policies as then in
effect from time to time and equity awards at such times and on such terms and
conditions as the Board may determine.

Pursuant to the Cumbo Employment Agreement, Mr. Cumbo will be entitled to
receive an annual base salary of $585,000. His base salary will be reviewed by
the Board from time to time and is subject to change in the discretion of the
Board.

Under the Cumbo Employment Agreement, Mr. Cumbo is also eligible to earn an
annual performance bonus, with a target bonus amount equal to a specified
percentage of his annual base salary, based upon the Board's assessment of his
performance and the Company's attainment of targeted goals as set by the Board
in its sole discretion. The bonus may be in the form of cash, equity award(s),
or a combination of cash and equity. Beginning on January 1, 2023, Mr. Cumbo
will be eligible for an annual discretionary bonus of up to 55% of his base
salary. Mr. Cumbo must be employed on the date that bonuses are paid in order to
receive the bonus, provided that if such executive is terminated by the Company
without cause (as "cause" is defined in the Cumbo Employment Agreement) between
January 1 following the performance year and the date of payment, he will be
entitled to the same bonus that he would have received had he remained employed
through the payment date.

Effective as of the Effective Date and subject to Board approval, the Company
will grant Mr. Cumbo a nonstatutory stock option (the "Option") to purchase
3,433,500 shares of the Company's Common Stock, at an exercise price per share
equal to the closing price of the Common Stock on the Nasdaq Global Select
Market on the Effective Date, which will vest as to 25% of the shares underlying
the Option on the first anniversary of the Effective Date and, following that,
as to an additional 1/48th of the total shares underlying the Option upon his
completion of each additional month of service over the 36-month period measured
from the first anniversary of the Effective Date. Effective as of the Effective
Date and subject to Board approval, the Company will also grant Mr. Cumbo
restricted stock units with respect to 1,716,749 shares of the Company's Common
Stock (the "RSU"), which will vest as to 25% of the shares underlying the RSU on
each anniversary of the Effective Date, subject to continued service. The Option
and the RSU will be granted as an inducement material to Mr. Cumbo's acceptance
of employment with the Company in accordance with Nasdaq Listing Rule
5635(c)(4).

Mr. Cumbo will be bound by proprietary rights, non-disclosure, developments,
non-competition and non-solicitation obligations pursuant to the restrictive
covenants provided for in his employment agreement. Under these restrictive
covenants, he will agree not to compete with the Company during his employment
and for a period of one year after the termination of his employment, not to
solicit the Company's employees, consultants, or actual or prospective customers
or business relations during his employment and for a period of one year after
the termination of his employment, and to protect the Company's confidential and
proprietary information indefinitely. In addition, under these restrictive
covenants, he will agree that the Company owns all inventions that are developed
by him during a specified period of time with respect to any inventions made by
him that are related to his activities while employed by the Company.

The Cumbo Employment Agreement and the employment of Mr. Cumbo may be terminated
as follows: (1) upon the death of the executive or at the election of the
Company due to the executive's "disability" (as disability is defined in the
. . .


Section 7.01 Disclosure of FD Rules.


On September 30, 2022, the Company and AavantiBio issued a joint press release
announcing the execution of the Merger Agreement and the Securities Purchase
Agreement. The press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference, except that the information
contained on the websites referenced in the press release is not incorporated
herein by reference.

The investor presentation that will be used by the Company and AavantiBio in
connection with the Merger is furnished as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated herein by reference.

The Company and AavantiBio plan to host a live webcast presentation to discuss
the Merger, the Private Placement and the combined company's platform and
pipeline assets at 8:00 a.m. Eastern time on September 30, 2022. The live
webcast presentation can be accessed under the "News & Events" tab in the
Investor Relations section of the Company's website, www.solidbio.com.
Participants may also access the call by dialing 877-407-2991 (domestic) or
201-389-0925 (international) five minutes prior to the start of the call and
providing the Conference ID# 13733092.

The information furnished in this Item 7.01 and Exhibits 99.1 and 99.2 attached
hereto shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of such section, nor shall such information
be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.


Item 8.01 Other Events.


SGT-003

On September 30, 2022, the Company announced that it made the strategic decision
to prioritize SGT-003, its next-generation adeno-associated virus ("AAV") gene
transfer therapy candidate that utilizes a rationally designed, novel
muscle-tropic AAV capsid (AAV-SLB101), to deliver the Company's proprietary and
differentiated nNOS microdystrophin protein.

The company also released new non-clinical data on SGT-003 that reinforced previous comparative analyzes that demonstrated increased expression of microdystrophin using the novel AAV-SLB101 muscle-tropic capsid compared to

————————————————– ——————————

AAV9. In an in vivo mdx mouse study, muscle tissues collected 28 days
post-dosing from mice treated with SGT-003 manufactured using a
transient-transfection based process showed approximately 2.3 fold higher levels
of microdystrophin protein, as measured by west blot, compared to mice treated
at equivalent doses with SGT-001 manufactured using an HSV based process. The
Company believes these data continue to suggest that the AAV-SLB101 capsid,
which is used in SGT-003, may be a superior candidate for muscle-targeted gene
therapies, with the potential of achieving higher levels of microdystrophin
expression with lower total doses, and support the advancement of the
development of SGT-003 for the treatment of Duchenne.

Development activities for SGT-003 continue and the Company expects to submit an Investigational New Drug (“IND”) application for SGT-003 in mid-2023 and, subject to IND clearance , to begin patient dosing at the end of 2023.

SGT-001

On September 30, 2022, the Company announced that it will be pausing activities
for SGT-001, its first-generation gene transfer therapy candidate. The Company
intends to complete currently ongoing SGT-001 preclinical and manufacturing
activities in order to be in a position to reactive the program in the future,
if desired.

On September 30, 2022, the Company reported interim data from skeletal muscle
biopsies from Patients 6-8 in the Company's IGNITE DMD clinical trial collected
12 months after infusion of SGT-001 at the 2E14 vg/kg dose level. The muscle
biopsy results were analyzed by two methods, western blot and
immunofluorescence.

                                          3 months           12 months
                                       (Mean % - Pts.      (Mean % - Pts.      18 months      24 months
Biopsy Results (2E14 Cohort)                4-9)                6-8)            (Pt. 5)        (Pt. 4)
% Normal Dystrophin (Western
Blot)                                       6.6%                8.4%              70%           BLQ*
% Positive Fibers
(Immunofluorescence)
Blinded Assessment (MCW)                    31%                 30%               85%            10%
Automated Assessment (Flagship)             40%                 40%               84%            32%



* Below the limit of quantification (5%)

The following table summarizes the interim efficacy results for Patients 4-8 in IGNITE DMD at 12 months post-dose:

  Summary of 12-Month Interim Efficacy Results of IGNITE DMD for Patients 4-8
                              (2E14 vg/kg cohort)

                                    Mean Change from     Mean Difference vs
                                        Baseline             Untreated          Mean Difference vs
                                        (Range)            Control Cohort        Natural History
6 Minute Walk Test (meter)          52.2 (12 to 85)            +60.7        

+94.5(1)

North Star Ambulatory
Assessment (units)                   1.2 (-1 to 3)              +5.2        

+4.2(2)

Forced Vital Capacity (%p)           12.9 (-10.7 to
                                         36.7)                 +23.6        

+17.9(3)

Peak Expiratory Flow (%p)              1.2 (-28.4
                                        to 26.7)               +10.9        

+6.2(4)

Forced expiratory volume in one 10.1 (-10 to second (%p)

                              31.3)                 +22.6              Not Available
PODCI Global Function (points)       12.0 (2 to 27)            +26.0        

+17.1(5)

PODCI Transfer/Basic Mobility
(points)                             7.0 (-5 to 20)            +13.0                 +17.0(6)
PODCI Sports/Physical
Functioning (points)                 21.0 (0 to 39)            +34.5                 +24.1(7)
Stride Velocity 95th Centile          8.8 (-4.8 to
(%)                                      28.8)                 +26.0                 +23.9(8)


(1): -42.3 million drop expected in 12 months after the age of 7 (Mercuri et al 2016)

(2): -3.0 units of expected decline in 12 months after 6.3 years of age (Muntoni et et al 2019)

(3): -5.0% decline expected in 12 months after the age of 6 years (Mayer et al 2015)

(4): -5.0% decline expected in 12 months after the age of 6 years (Mayer et al 2015)

(5): expected drop of -5.05 points in 12 months (Henricson et al 2013)

(6): expected drop of -9.95 points in 12 months (Henricson et al 2013)

(7): expected drop of -3.11 points in 12 months (Henricson et al 2013)

(8): – 15.1% decrease expected in 12 months after the age of 5 years (EMA SV95C Endpoint

     Qualification Dossier, SYSNAV (Vernon, France)



————————————————– ——————————

Forward-looking statements

This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
without limitation statements regarding: future expectations, plans and
prospects for the Company, AavantiBio and the combined company following the
anticipated consummation of the proposed Merger; the anticipated benefits of the
Merger; the anticipated timing of the Merger and Private Placement; the
anticipated milestones, business focus and pipeline of the combined company; the
expected cash and cash investments of the combined company at closing of the
transactions and the cash runway of the combined company; the excepted
management team and Board of the combined company; the Company's SGT-003
program, including expectations for filing an IND and initiating dosing;
AavantiBio's AVB-202 program and AVB-401 program, including expectations for
filing an IND for AVB-202, and other statements containing the words
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "plan," "potential," "predict," "project," "should," "target," "would,"
"working" and similar expressions. Any forward-looking statements are based on
management's current expectations of future events and are subject to a number
of risks and uncertainties that could cause actual results to differ materially
and adversely from those set forth in, or implied by, such forward-looking
statements. These risks and uncertainties include, but are not limited to, risks
and uncertainties associated with: completion of the proposed Merger and Private
Placement in a timely manner or on the anticipated terms or at all; the
satisfaction (or waiver) of closing conditions to the consummation of the merger
and the private placement, including with respect to the approval of the
Company's stockholders; the occurrence of any event, change or other
circumstance or condition that could give rise to the termination of the Merger
Agreement or the Private Placement; the effect of the announcement or pendency
of the Merger on the Company's or AavantiBio's business relationships, operating
results and business generally; the ability to recognize the anticipated
benefits of the Merger; the outcome of any legal proceedings that may be
. . .


Item 9.01 Financial statements and supporting documents.


(d)  Exhibits

Exhibit
  No.                                    Description

 2.1*         Agreement and Plan of Merger, dated as of September 29, 2022, by and
            among Solid Biosciences Inc., Greenland Merger Sub LLC,

AavantiBio,

            Inc. and, solely in his capacity as the Equityholder 

Representing,

            Doug Swirsky.

10.1          Form of Parent Support Agreement

10.2          Form of Support and Joinder Agreement

10.3          Securities Purchase Agreement, dated September 29, 2022, by and
            among Solid Biosciences Inc. and the persons party thereto

10.4          Registration Rights Agreement, dated September 29, 2022, by and
            among Solid Biosciences Inc. and the persons party thereto

10.5 Employment contract, dated September 29, 2022by and between Solid

            Biosciences Inc. and Alexander Cumbo

10.6 Management Transition and Separation Agreement, dated September 29,

            2022, by and between Solid Biosciences Inc. and Ilan Ganot

10.7 Consulting Agreement, dated September 29, 2022by and between Solid

            Biosciences Inc. and Ilan Ganot

10.8 Management Transition and Separation Agreement, dated September 29,

            2022, by and between Solid Biosciences Inc. and Erin Powers 

Brennan

10.9 Consulting Agreement, dated September 29, 2022by and between Solid

            Biosciences Inc. and Erin Powers Brennan

99.1          Joint Press Release issued on September 30, 2022

99.2          Investor Presentation, dated September 30, 2022

104         Cover Page Interactive Data File (formatted as Inline XBRL)


* Exhibits and/or attachments have been omitted pursuant to Section 601(a)(5) of the

SK regulations. The company undertakes to provide additional copies

of one of the exhibits and annexes omitted at the request of the SECOND; provided,

however, that the Company may request confidential treatment in accordance with the Rule

24b-2 of the Exchange Act for any exhibits or schedules so furnished. A list

identifying the contents of all omitted exhibits and schedules can be found at

pages iii and iv of exhibit 2.1.

————————————————– ——————————

© Edgar Online, source Previews

Comments are closed.