SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
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additional consideration in connection with the exchange. We estimate that, as of date of the exchange agreement, the fair value of the Class B-1 preferred shares issued in the exchange was $3.41 per share, compared to an estimated $2.09 per share of the common shares surrendered in the exchange.

Exclusive Research Collaboration Agreement with Intrexon

          On August 1, 2012, we, then known as BioLife Cell Bank, Inc., entered an exclusive research collaboration agreement with Intrexon Corporation, or Intrexon. Intrexon's chief executive officer controls NRM, a beneficial owner of more than 5% of our capital stock. Pursuant to this agreement, we received a license to Intrexon's technologies to research, develop and use adipose-derived and other stem cells for the development and commercialization of an autologous, genetically modified stem-cell therapy for humans for the treatment of SMA. We also received an option to acquire the worldwide commercial rights to products developed pursuant to the agreement. If we had exercised the option under the agreement, we would have paid Intrexon a technology access fee equal to the greater of 15 percent of the fair market value of our fully-diluted capital stock and $6.8 million, which fee could have been paid in either cash or stock. On December 1, 2013, the agreement was terminated, and the option terminated unexercised, without payment of any consideration to Intrexon.

Private Placements of our Securities

Class B Preferred Stock Financing

          In January 2014, we entered into a convertible note and Class B preferred stock purchase agreement, or the Class B purchase agreement with PBM Capital Investments, LLC, or PBM, a beneficial owner of more than 5% of our capital stock. Pursuant to the Class B purchase agreement, we (i) issued and sold to PBM a convertible promissory note in the principal amount of $500,000, or the PBM Note, which had an annual interest rate of 8%, and (ii) granted PBM an option to purchase (A) 586,511 shares of Class B-1 preferred stock at a purchase price of $3.41 and (B) a warrant to purchase 94,655 shares of Class B-2 preferred stock at $3.55 per share. In February 2014, PBM elected to exercise this option and as a result of such exercise, the original principal amount of the PBM Note was automatically converted into shares of Class B-1 preferred stock and a warrant to purchase shares of Class B-2 preferred stock. Accordingly, in March 2014, we (i) issued to PBM 586,511 shares of Class B-1 preferred stock and a warrant to purchase 94,655 shares of Class B-2 preferred stock, as a result of the option exercise for gross proceeds of $2.0 million, (ii) issued to PBM an additional 146,627 shares of Class B-1 common stock and an additional warrant to purchase 23,663 shares of Class B-2 preferred stock at $3.55 per share pursuant to the conversion of the principal amount of the PBM Note and (iii) paid PBM $3,947 in cash, representing the accrued interest on the PBM Note.

          Under the Class B purchase agreement, we also agreed to sell to PBM on the same terms and conditions (i) an additional 733,138 shares of our Class B-1 preferred stock, or the Class B-1 Milestone Shares, at a purchase price of $3.41 per share, and (ii) a warrant to purchase 118,318 shares of our Class B-2 preferred stock, or the Milestone Warrant, at an exercise price of $3.55 per share, each to be issued and sold within 10 days of the date that we certified that the data and safety monitoring board appointed by the FDA had approved the dosing of the seventh patient in our Phase 1 clinical trial of AVXS-101, or the Milestone Event.

          In August 2014 we entered into an amendment and joinder to the Class B purchase agreement, pursuant to which certain employees of PBM and other service providers to PBM, which we refer to as the PBM Co-Investors, were granted the opportunity to participate in the purchase of the Class B-1 Milestone Shares and Milestone Warrant. In April 2015, the Milestone Event occurred,

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