SEC Filings

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

Table of Contents

Class D Preferred Stock Financing

          In September 2015, we entered into a Class D preferred stock purchase agreement, or the Class D purchase agreement, pursuant to which (i) we issued and sold to investors, including certain existing investors, an aggregate of 2,241,380 shares of our Class D preferred stock at a purchase price of $29.00 per share, for aggregate proceeds of $65 million. As a result of this transaction, stockholders affiliated with T. Rowe Price and stockholders associated with Venrock Healthcare Capital Partners II, L.P., or Venrock, each became a beneficial owner of more than 5% of our capital stock. Bong Y. Koh, a member of our board of directors, is a general partner at Venrock.

          The following table sets forth the aggregate number of shares of Class D preferred stock issued to our related parties in this preferred stock financing:

PARTICIPANTS
 
SHARES OF CLASS D
PREFERRED STOCK
 

Stockholders affiliated with T. Rowe Price

    689,655  

Deerfield(1)

    85,505  

Deerfield Special Situations Fund, L.P.(1)

    85,506  

Roche

    118,217  

Venrock(2)

    162,232  

VHCP Co-Investment Holdings II, LLC.(2)

    65,782  

(1)
Deerfield Special Situations Fund, L.P. is associated with Deerfield.

(2)
VHCP Co-Investment Holdings II, LLC is associated with Venrock.

Investor Rights Agreement

          In connection with our Class B preferred stock financing in March 2014 we entered into an investor rights agreement, which was (i) amended and restated in connection with our Class C preferred stock financing in August 2014, (ii) further amended and restated in April 2015 and (iii) amended and restated in connection with our Class D preferred stock financing in September 2015 and (iv) further amended effective as of October 2015. The third amended and restated investor rights agreement, as amended, contains voting rights, information rights, rights of co-sale, pro rata participation rights and registration rights, among other things, with certain holders of our capital stock. In addition, as described in "Management — Board Composition and Election of Directors — Board Composition," the third amended and restated investor rights agreement, as amended, entitles certain holders of our capital stock to designate directors to our board. Pursuant to the terms of the agreement, each of these rights, with the exception of the registrations rights, will terminate upon the closing of this offering, except for the registration rights as more fully described below in "Description of Capital Stock — Registration Rights."

REGENXBIO Exclusive License Agreement

          In March 2014, we entered into an exclusive license agreement with ReGenX Biosciences, LLC, or ReGenX, predecessor to REGENXBIO Inc, as described more fully in "Business — Our Collaboration and License Agreements — Strategic Collaborators and Relationships — REGENXBIO." Deerfield and Venrock, each a beneficial owner of more than 5% of our capital stock, are also beneficial owners of more than 5% of the capital stock of REGENXBIO, as of September 1, 2015. Our payments to ReGenX totaled $2 million in 2014 and total $2.3 million as of September 30, 2015.

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