SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
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2013 and May 2015 pursuant to our anti-dilution obligations under the agreement. With certain exceptions, we are also obligated to make up to $125,000 in development milestone based payments. Our payments to NCH totaled $150,000 in the aggregate in 2014 and 2015 in connection with amendments to the NCH License Agreement. The inventors of the licensed patents, including Dr. Brian Kaspar, are entitled to a certain share of the revenues received by NCH under the NCH License Agreement.

Certain Transactions Involving Our Subsidiaries and Affiliated Entities

Our Relationships with BioLife Entities

Ownership in BioLife Dallas, BioLife Management and BioLife IP

          Prior to the development of gene therapy treatments for rare neurological genetic disorders, we focused on the stem cell business. We formed two wholly-owned subsidiaries, BioLife Cell Bank Management, LLC, or BioLife Management, in March 2010 and BioLife Cell Bank Intellectual Property, LLC, or BioLife IP, in April 2010 to hold certain equipment and intellectual property necessary to conduct the stem cell business.

          BioLife Cell Bank Dallas, LLC, or BioLife Dallas, was formed in April 2010 to conduct the operations of BioLife Management and BioLife IP. The initial members of BioLife Dallas were West Summit Investments, LP, or West Summit, and Sangreal Capital Fund I, LP, or Sangreal. In April 2010 we were appointed as the sole director of BioLife Dallas, and from May 2011 to June 2013 we purchased an aggregate of 150,000 shares of BioLife Dallas for a total price of $1,500,000, which represented 37.5% of the outstanding capital stock of BioLife Dallas as of December 31, 2013. The principals of both West Summit and Sangreal, David G. Genecov and John D. Harkey, Jr., respectively, were our founders, significant stockholders and, at such time, members of our board of directors. Sangreal subsequently sold its interests in BioLife Dallas to Mr. Harkey. As of December 31, 2013, West Summit and Mr. Harkey each owned 27.5% of BioLife Dallas.

Transactions with BioLife Dallas

          At various times, BioLife Dallas funded the payroll and other expenses of Sixeva, Inc. Amounts advanced by BioLife Dallas and payable by Sixeva were $56,500, $84,500 and $0 at December 31, 2013 and 2014 and September 30, 2015, respectively.

          In 2014, we reimbursed BioLife Dallas for payroll expenses that were directly related to our gene therapy business totaling $27,000.

Disposition of BioLife Dallas, BioLife Management and BioLife IP

          In January 2014, in connection with our decision to exit the stem cell business, BioLife Dallas repurchased from us all of the 150,000 shares of capital stock of BioLife Dallas we owned for an aggregate consideration of $150, and DGG Holdings, LLC, an affiliated entity of Dr. Genecov, or DGG Holdings, became the sole director of BioLife Dallas upon our resignation in connection with the share repurchase agreement. In addition, we sold our entire equity ownership of each of BioLife Management and BioLife IP to DGG Holdings for aggregate consideration of $20 and concurrently resigned our position on the board of directors of both of BioLife Management and BioLife IP.

          In September 2015, we and Sixeva entered into a payment and release agreement with BioLife Dallas, pursuant to which we agreed to pay BioLife Dallas for an outstanding payable amounting to $575,337 for amounts paid by BioLife Dallas on our behalf related to our stem cell business. In exchange for the payment, BioLife Dallas waived $84,500 in total amounts payable by Sixeva to BioLife Dallas related to the payroll funding transactions described above and executed a general release of claims against both Sixeva and us.


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