SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document

Table of Contents


          The following includes a summary of transactions since January 1, 2012 to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Other than described below, there have not been, nor are there currently any proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which include equity and other compensation, termination, change in control and other arrangements, which are described under "Executive Compensation."

Consulting Agreement with Brian Kaspar

          In January 2014, we entered into a consulting agreement for scientific advisory services with Dr. Brian Kaspar, our Chief Scientific Officer, director and a beneficial owner of more than 5% of our capital stock. The consulting agreement terminated in January 2016 upon the effectiveness of Dr. Kaspar's employment agreement. See "Executive Compensation — Employment Agreements" and "Executive Compensation — Potential Payments Upon Termination of Change in Control" for more information regarding Dr. Kaspar's employment agreement. Under the agreement, Dr. Brian Kaspar received $7,500 per month in consulting fees.

          In connection with his consulting agreement, in January 2014, we entered into a restricted stock purchase agreement, or the RSPA, with Dr. Brian Kaspar, pursuant to which Dr. Brian Kaspar purchased 1,691,588 shares of our common stock at a price per share of $0.0001, for a total purchase price of $169.16. The grant date fair value of this award was $3.5 million. Such shares were initially subject to vesting over a four year period. However, in connection with the employment agreement entered into in January 2016, the unvested shares were vested in full. All of our obligations under the RSPA, other than the indemnity agreement described below, terminated on January 1, 2016 upon the effectiveness of Dr. Kaspar's employment agreement.

          In 2014, we reimbursed Dr. Brian Kaspar $33,088 for the legal fees he incurred in connection with the negotiation of the RSPA and his consulting agreement. We also reimbursed Dr. Brian Kaspar an aggregate of $4,635 in 2014 for certain travel and business expenses incurred on behalf of the company. In addition, under the RSPA we have agreed to indemnify Dr. Brian Kaspar against certain adverse tax events with respect to the shares of our common stock he purchased under the agreement. Dr. Brian Kaspar purchased the shares at a price of $0.0001 per share, which was the par value of the shares. Based on our estimate of the fair market value per share of our common stock as of the date of the RSPA of $2.09 per share, Dr. Brian Kaspar purchased these shares at a discount of $2.0899 per share. Therefore, we estimate that we are contractually obligated to indemnify Dr. Brian Kaspar for the tax and any related penalties he owes on the imputed income of $3.5 million, based on the difference between the fair market value of the restricted share grant and the purchase price paid. We estimate our total indemnity obligation will be approximately $4.1 million, including gross-up, interest and penalties.

Our Relationships with Nationwide Children's Hospital and Ohio State University

          Dr. Brian Kaspar is also a full-time employee of Nationwide Children's Hospital, or NCH. In October 2013, we entered into an exclusive license agreement, which we amended and restated in its entirety in January 2016, or the NCH License Agreement, with NCH as described more fully in "Business — Our Collaboration and License Agreements — Strategic Collaborators and Relationships — Nationwide Children's Hospital" of this prospectus. Under the NCH License Agreement, we initially issued NCH 232,697 shares of our common stock in October 2013, and we have subsequently issued NCH an additional 87,890 shares of our common stock between October


© AveXis, Inc. All Rights Reserved.