Tectonic Therapeutic Inc

As filed with the Securities and Exchange Commission on July 19, 2024

Registration

No

. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tectonic Therapeutic, Inc.

(Exact name of registrant as specified in its charter)

Suite 210

Watertown,

MA

(339)

666-3320

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel Lochner

Chief Financial Officer

Suite 210

Watertown,

MA

(339)

666-3320

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc A. Recht

Courtney T. Thorne

Cooley LLP

500 Boylston Street, 14

th

Floor

Boston, Massachusetts 02116

(617)

937-2300

Approximate Date of Commencement of Proposed Sale to the Public:

From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On June 20, 2024 (the “Closing Date”), Tectonic Therapeutic, Inc., a Delaware corporation (previously named AVROBIO, Inc. and our predecessor company (“AVROBIO”)), consummated the previously announced merger pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Merger Agreement”), by and among AVROBIO, Alpine Merger Subsidiary, Inc., a Delaware corporation and direct wholly owned subsidiary of AVROBIO (“Merger Sub”), and Tectonic Operating Company, Inc., a Delaware corporation (previously named Tectonic Therapeutic, Inc. (“Legacy Tectonic”)).

Pursuant to the Merger Agreement, on the Closing Date, (i) AVROBIO effected a reverse stock split of AVROBIO’s issued and outstanding common stock at a ratio of 1:12 (the “Reverse Stock Split”), (ii) AVROBIO changed its name to “Tectonic Therapeutic, Inc.” and Legacy Tectonic changed its name to “Tectonic Operating Company, Inc.,” and (iii) Merger Sub merged with and into Legacy Tectonic (the “Merger”), with Legacy Tectonic continuing as the surviving company in the Merger and as a wholly-owned subsidiary of Tectonic Therapeutic, Inc. (the “Company” and together with its consolidated subsidiaries, “Tectonic,” “we” or “us”).

In accordance with the terms and subject to the conditions of the Merger Agreement, (i) immediately prior to the effective time of the Merger, each share of Legacy Tectonic preferred stock was converted into one share of Legacy Tectonic common stock, and (ii) at the effective time of the Merger, the Company issued an aggregate of approximately 5,322,169 shares of its common stock to Legacy Tectonic stockholders, based on an exchange ratio (after giving effect to the Reverse Stock Split) of 0.53441999 shares of the Company’s common stock for each share of Legacy Tectonic common stock outstanding immediately prior to the Merger, including those shares of Legacy Tectonic common stock issued upon conversion of the Legacy Tectonic preferred stock and simple agreements for future equity (“SAFEs”) and those shares of Legacy Tectonic common stock issued in the Pre-Closing Financing (defined below), but excluding shares to be canceled pursuant to the Merger Agreement, resulting in approximately 14,734,323 shares of the Company’s common stock being issued and outstanding immediately following the effective time of the Merger.

On January 30, 2024, Legacy Tectonic entered into a subscription agreement (the “Subscription Agreement”), with certain institutional investors named therein. Pursuant to the Subscription Agreement, immediately prior to consummation of the Merger, Legacy Tectonic issued and sold an aggregate of 7,790,889 shares of its common stock at a purchase price of approximately $12.39908 per share, for an aggregate purchase price of approximately $96.6 million (the“Pre-Closing Financing”), and the shares of Legacy Tectonic common stock issued to investors in the Pre-Closing Financing were exchanged at the closing of the Merger at the exchange ratio for an aggregate of 4,163,606 shares of the Company’s common stock.

As of the open of trading on June 21, 2024, the common stock of the Company began trading on the Nasdaq Global Market under the symbol “TECX.”

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED July 19, 2024

PRELIMINARY PROSPECTUS

Up to 2,969,583 Shares of Common Stock

This prospectus relates to the proposed offer and resale or other disposition from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 2,969,583 shares of common stock, par value $0.0001 per share, of Tectonic Therapeutic, Inc.

We are registering the resale of the shares of common stock pursuant to the selling stockholders’ registration rights under the Subscription Agreement between us and the selling stockholders. Our registration of the resale of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell all or any of the shares of common stock. The selling stockholders may offer, sell or distribute all or a portion of their shares of common stock from time to time directly or indirectly through one or more underwriters, broker-dealers or agents, and in one or more public or private transactions, which may involve crosses or block transactions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. See the section entitled “Plan of Distribution” for more information.

We will not receive any proceeds from any sale of common stock by the selling stockholders pursuant to this prospectus. We have agreed to bear the expenses in connection with the registration of the resale of the shares of common stock to be offered by this prospectus by the selling stockholders except for any underwriting discounts and commissions or transfer taxes relating to the sale of common stock, which will be borne by the selling stockholders.

Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “TECX.” On July 12, 2024, the closing price for our common stock, as reported on Nasdaq, was $16.94 per share.

See the section entitled “Risk Factors” beginning on page 9 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.