SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
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and on May 4, 2015, we issued and sold the Class B-1 Milestone Shares and the Milestone Warrant to PBM and the PBM Co-Investors for aggregate gross proceeds of $2.5 million.

          As described in "Management — Board Composition and Election of Directors — Board Composition" above, PBM, as representative to the holders of our Class B-1 preferred stock, has the right to designate a director to our board. PBM has designated Paul B. Manning, the president and chief executive officer of PBM Capital Group, LLC, or PBM Capital. Mr. Manning has sole voting and dispositive power over the shares held by PBM and the PBM Co-Investors. The following table sets forth the aggregate number of shares of Class B-1 preferred stock and warrants to purchase shares of Class B-2 preferred stock issued to our related parties in this financing:

PARTICIPANTS
 
SHARES OF
CLASS B-1
PREFERRED STOCK
 
WARRANTS TO
PURCHASE
SHARES OF CLASS B-2
PREFERRED STOCK
 

PBM

    1,334,311     215,339  

PBM Co-Investors

    131,965     21,297  

Class C Preferred Stock Financing

          In June 2014, we issued and sold a secured promissory note in the principal amount of $500,000, or the Deerfield Note to Deerfield Private Design Fund III, L.P, or Deerfield, a beneficial owner of more than 5% of our capital stock. The Deerfield Note carried an annual interest rate of 5% and was secured by all of our tangible and intangible assets and property.

          In August 2014, we entered into a Class C preferred stock purchase agreement, or the Class C purchase agreement, with Deerfield and Roche Finance Ltd, or Roche, a beneficial owner of more than 5% of our capital stock, pursuant to which we (i) issued and sold to Deerfield and Roche an aggregate of 822,525 shares of our Class C preferred stock at a purchase price of $5.471 per share for an aggregate purchase price of $4.5 million, and (ii) issued an additional 92,023 shares of Class C preferred stock to Deerfield pursuant to the conversion of the principal and accrued interest under the Deerfield Note at a conversion price of $5.471 per share. The Class C purchase agreement provided for additional shares of Class C preferred stock to be issued and sold to Deerfield and Roche upon the occurrence of a milestone event, defined in the Class C purchase agreement as the dosing of the sixth patient in the Phase 1 clinical trial of AVXS-101.

          In March 2015, in connection with achievement of this milestone event, we issued and sold an aggregate of 799,236 additional shares of our Class C preferred stock to Deerfield and Roche at a purchase price of $6.256 per share for an aggregate purchase price of $5.0 million.

          As described in "Management — Board Composition and Election of Directors — Board Composition" above, Deerfield, as representative to the holders of our Class C preferred stock, has the right to designate two directors to our board. Deerfield has designated Jonathan Leff, a partner of Deerfield Management Company, LP, which is associated with Deerfield, and Carole Nuechterlein, a deputy director and head of Roche Venture Fund, which is an affiliate of Roche. The following table sets forth the aggregate number of shares of Class C preferred stock issued to our related parties in this financing:

PARTICIPANTS
 
SHARES OF CLASS C
PREFERRED STOCK
 

Deerfield

    857,205  

Roche

    856,579  

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