On February 7, 2024, the Company entered into a securities purchase agreement, pursuant to which the Company sold 10.5 million shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase an aggregate of 75,000 shares of common stock (the “Pre-Funded Warrants”) to certain institutional and accredited investors in a private placement. The purchase price per share was $12.00, or $11.999 per Pre-Funded Warrant, which represents the purchase price per share minus the $0.001 per share exercise price of each Pre-Funded Warrant. Such Pre-Funded Warrants can be exercised at any time and have no expiration date.

The exercise of the outstanding Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99%. The Pre-Funded Warrants were classified as a component of stockholders’ equity. As of December 31, 2024, none of the Pre-Funded Warrants had been exercised.

Concurrently, the Company also entered into a securities purchase agreement with two directors of the Company (together with the private placement to certain institutional and accredited investors, the “Private Placements”). The Company issued and sold 23,000 shares at $13.50 per share on otherwise substantially the same terms as those set forth in the Securities Purchase Agreement.

At the close of the Private Placements on February 7, 2024, the Company received total gross proceeds of $127.8 million, before deducting placement agent fees and offering expenses.

In July 2014, the Company’s board of directors and its stockholders approved the establishment of the 2014 Equity Incentive Award Plan (the “2014 Plan”). The 2014 Plan provided for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with the year ended December 31, 2015, equal to four percent (4%) of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by the Company’s board of directors. In June 2024, the Company adopted the 2024 Equity Incentive Award Plan (the “2024 Plan”). The Company reserved 4,688,345 shares for issuance pursuant to awards under the 2024 Plan. As of the effective date of the 2024 Plan, no further awards may be granted under the 2014 Plan.

In October 2017, the Company adopted the 2017 Inducement Plan (the “Inducement Plan”). The Company originally reserved 600,000 shares for issuance pursuant to stock options and RSUs under the Inducement Plan. The only persons eligible to receive grants of stock options and RSUs under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance, that is, generally, a person not previously an employee or director of Adverum, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with Adverum.

The 2014 Plan, 2024 Plan and Inducement Plan are referred to collectively as the Plans. As of December 31, 2024, a total of 1,277,999 shares were available for future issuance under the Plans.

Stock options under the 2024 Plan and the Inducement Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an ISO and NSO granted to a 10% stockholder may not be less than 110% of the estimated fair value of the shares on the date of grant. Stock options granted to employees and non-employees generally vest ratably over four years.

The following table summarizes stock option activity under the Company’s stock plans and related information:


(In thousands, except exercise prices and years)	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Life (in years)	Aggregate Intrinsic Value (a)
















Balance at December 31, 2023	2,303	$	48.70	6.8	$	99
Granted	1,971	10.39
Exercised	(15)	9.97
Canceled/forfeited	(350)	50.28
Balance at December 31, 2024	3,909	$	29.39	8.1	$	—
Vested and expected to vest as of December 31, 2024	3,909	$	29.39	8.1	$	—
Exercisable at December 31, 2024	1,504	$	58.95	6.5	$	—

(a)The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the closing price of the Company’s common stock as quoted on a national exchange.

The fair value of each stock option issued was estimated at the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:


	Options		Employee Stock Purchase Plan
	Years ended December 31,		Years ended December 31,
	2024	2023		2024	2023
Expected volatility	95%	90%		83%	78%
Expected term (in years)	6.0	6.0		1.3	1.3
Expected dividend yield	—	—		—	—
Risk-free interest rate	3.9%	4.2%		4.3%	5.0%

As of December 31, 2024, there was $17.1 million of unrecognized stock-based compensation expense related to stock options that was expected to be recognized over a weighted-average period of 2.6 years.

RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The fair value of RSUs is based upon the closing sales price of the Company’s common stock on the grant date. RSUs granted to employees generally vest over a three-year period.

The following table summarizes the RSU activity under the Company’s stock plans and related information:


(In thousands, except grant date fair value and years)	Number of Units	Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Term (in years)








Balance at December 31, 2023	154	21.73		1.4
Granted	160	12.04
Vested and released	(29)	26.20
Forfeited	(26)	14.22
Balance at December 31, 2024	259	$	16.00	1.2

During the years ended December 31, 2024 and 2023, total fair value of RSUs vested was $0.8 million and $1.5 million, respectively. The number of RSUs vested includes shares of common stock that the Company withheld on behalf of employees or sold to cover to satisfy the minimum statutory tax withholding requirements. As of December 31, 2024, there was $1.7 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.8 years.

In July 2014, the Company approved the establishment of the 2014 Employee Stock Purchase Plan (the “ESPP”). The Company reserved 208,833 shares of its common stock for issuance and provided for annual increases in the number of shares available for issuance on the first business day of each fiscal year, beginning in 2015, equal to the lesser of one percent (1%) of the number of the Company’s common stock shares outstanding as of such date or a number of shares as determined by the Company’s board of directors. During the years ended December 31, 2024 and 2023, 88,199 and 82,422 shares were issued under the ESPP, respectively. As of December 31, 2024, a total of 533,978 shares of common stock were available for future issuance under the ESPP. As of December 31, 2024, there was $0.5 million of unrecognized compensation cost related to the ESPP.

The following table presents the Company’s stock-based compensation expense:


	Years ended December 31,
	2024		2023
	(In thousands)
Research and development	$	4,544	$	4,969
General and administrative	9,806		12,600
Total share-based compensation expense	$	14,350	$	17,569