SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
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Table of Contents

BioLife Dallas Promissory Notes Sold to Our Directors

          In July 2010, BioLife Dallas issued and sold two promissory notes, or the notes, in the aggregate principal amount of $450,000 to Mr. Harkey and West Summit (each received a note in the principal amount of $225,000). Mr. Harkey and Dr. Genecov, a principal of West Summit, are both founders of us and were members of our board of directors at such time. The notes were unsecured and carried interest at a rate of 7.5% per annum, with an initial maturity date of September 30, 2010. Subsequent amendments to the notes extended the maturity date upon which the principal amount, together with all accrued and unpaid interest, must be paid in full to December 31, 2015. From January 2012 to January 2014, when we disposed of our interest in BioLife Dallas, the largest amount outstanding under the notes was $450,000. Our payment obligation under the notes was extinguished when we disposed of our interest in BioLife Dallas.

Our Relationships with Sixeva

          Sixeva was formed in July 2013 by Mr. Carbona, our Chief Executive Officer at the time. Employees of Sixeva provided certain administrative services to us that were directly related to our gene therapy business, and pursuant to an oral agreement with Sixeva, we reimbursed Sixeva for its employee payroll expenses and payroll taxes in connection with such services. Under the agreement, our payments to Sixeva totaled $125,163, which we paid in 2014.

          In January 2014, in connection with our decision to exit the stem cell business and focus exclusively on developing and commercializing novel treatments for patients suffering from rare and life-threatening neurological genetic diseases, we entered into an asset purchase agreement with Sixeva pursuant to which we received the rights to certain trademark applications, domain names and other assets for aggregate consideration of $5,000. All of Sixeva's employees subsequently transferred to AveXis in January 2014 and the oral agreement described above with Sixeva was terminated.

          Carbona Capital LLC, or Carbona Capital, and John Carbona Charitable Remainder Trust, or Carbona Trust, entities affiliated with Mr. Carbona, owned all 1,000,000 shares of Sixeva's outstanding capital stock until the termination of Mr. Carbona's employment in April 2015. In connection with the termination of Mr. Carbona's employment, we entered into a stock transfer agreement with Carbona Capital, Carbona Trust and Mr. Carbona pursuant to which Carbona Capital and Carbona Trust transferred all of the 1,000,000 shares of Sixeva's outstanding capital stock to us for no consideration, resulting in Sixeva becoming our wholly-owned subsidiary.

Transactions with White Rock Capital Partners, L.P.

Promissory Note

          In September 2012, we issued and sold a promissory note in the principal amount of $250,000 to White Rock Capital Partners, L.P., or White Rock, a beneficial owner of more than 5% of our capital stock. The promissory note carried interest at an annual rate of 5% and had a stated maturity of September 25, 2013, which was extended to September 25, 2014. In August 2014, we repaid the loan in full, including approximately $24,000 of accrued interest, with a portion of the net proceeds from our Class C preferred stock financing.

Share Exchange Agreements

          In January and February 2014, we entered into exchange agreements with White Rock, NRM VII Holdings I, LLC or NRM, JDH Investment Management, LLC, or JDH Investment, West Summit and Mr. Carbona pursuant to which they exchanged 219,941, 219,941, 146,628, 146,628 and 146,628 shares of common stock, respectively, for the same number of shares of Class B-1 preferred stock. White Rock, NRM, JDH Investment, West Summit and Mr. Carbona provided no

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