UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q/A

Amendment No. 1





(Mark One)

|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2016

or



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number: 001-36579





Adverum Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-5258327                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

1035 OBrien Drive,

Menlo Park, CA

(Address
of principal executive offices)

94025

(Zip Code)

(650) 272-6269

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☒
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of October 31, 2016 there were 41,718,515 shares of the registrants common stock, par value $0.0001 per share, outstanding.









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EXPLANATORY NOTE

Adverum Biotechnologies, Inc. (the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this Amendment) for the quarter ended September 30, 2016 (the Original 10-Q), originally filed by the Company with the
Securities and Exchange Commission (the SEC) on November 8, 2016, as an exhibit-only filing in response to comments received from the staff of the SEC regarding a request for confidential treatment of certain portions of
Exhibit 10.1 originally filed with the Original 10-Q. This Amendment is being filed solely to refile Exhibit 10.1 to the Original 10-Q.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new
certifications by the Companys principal executive officer and principal financial officer are filed as exhibits to this Amendment. Because no financial statements have been included in this Amendment, and because this Amendment does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

This Amendment is limited in scope to the items identified above. This Amendment does not reflect events occurring after the filing of
the Original 10-Q and no revisions are being made pursuant to this Amendment to the Companys financial statements or any other disclosure in the Original 10-Q,
including those that may have been affected by subsequent events. This Amendment should be read in conjunction with the Original 10-Q and the Companys filings made with the SEC subsequent to the
filing of the Original 10-Q.



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EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|               | 
|10.1          |  | Collaboration, Option and License Agreement with Editas Medicine, Inc., dated August 8, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|31.1           |  | Certification of Principal Executive Officer, as required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as
amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|               | 
|31.2           |  | Certification of Chief Financial Officer, as required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|               | 
|32.1*          |  | Certification of Principal Executive Officer and Chief Financial Officer, as required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
§1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|               | 
|101*           |  | The following materials from Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in eXtensible Business Reporting Language (XBRL) includes:
(i) Condensed Consolidated Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and nine months ended
September 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2016 and 2015, and (iv) Notes to the Condensed Consolidated Financial Statements.



| | Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the SEC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Previously filed with the Original 10-Q.
|- | ----------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                    |  |  |  |                               |  |                                                                     
|------------------- |  |  |  | ----------------------------- |  | --------------------------------------------------------------------
|Date: April 5, 2017 |  |  |  | ADVERUM BIOTECHNOLOGIES, INC.
|                    |  |  | 
|                    |  |  |  | By:                           |  | /s/ Leone Patterson                                                 
|                    |  |  |  |                               |  | Leone Patterson                                                     
|                    |  |  |  |                               |  | Chief Financial Officer (Principal
Financial and Accounting Officer)