Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On December 1, 2022, the Board of Directors (the "Board") of Avidity Biosciences, Inc. (the "Company") approved the Avidity Biosciences, Inc. 2022 Employment Inducement Incentive Award Plan (the "2022 Inducement Plan"). The terms of the 2022 Inducement Plan are substantially similar to the terms of the Company's 2020 Incentive Award Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The 2022 Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Board has initially reserved 1,500,000 shares of the Company's common stock for issuance pursuant to awards granted under the 2022 Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2022 Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of the Company or any subsidiary, or following a bona fide period of non-employment by the Company or a subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

A complete copy of the 2022 Inducement Plan and the forms of stock option agreement and restricted stock unit agreement to be used thereunder will be filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The above summary of the 2022 Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.

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