SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
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Preferred Stock

          Throughout this prospectus, we refer to our Class B-1 common stock, Class B-2 common stock, Class C common stock and Class D common stock as preferred stock due to the preferential distributions that may be received by the holders of Classes B-1, B-2, C and D common stock. As of September 30, 2015, there were 6,301,206 shares of preferred stock outstanding, consisting of 2,346,042 shares of Class B-1 preferred stock, zero shares of Class B-2 preferred stock, 1,713,784 shares of Class C preferred stock and 2,241,380 shares of Class D preferred stock. All currently outstanding shares of preferred stock will be converted automatically into 6,301,206 shares of common stock upon the closing of this offering.

          Following the closing of this offering, our board of directors will have the authority under our amended and restated certificate of incorporation, without further action by our stockholders, to issue up to             shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

          Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the board of directors determines the specific rights attached to that preferred stock.

          We have no present plans to issue any shares of preferred stock following completion of this offering.


          As of September 30, 2015, under our 2014 Stock Plan, options to purchase an aggregate of 1,147,479 shares of common stock were outstanding. For additional information regarding the terms of this plan, see "Executive Compensation — Equity Benefit Plans — Amended and Restated 2014 Stock Plan."


          As of September 30, 2015, there were outstanding immediately exercisable warrants to purchase up to 236,636 shares of our Class B-2 preferred stock at an exercise price of $3.55 per share. Upon completion of this offering, these warrants to purchase shares of Class B-2 preferred stock will automatically convert into warrants to purchase an aggregate of 236,636 shares of our common stock.

          The warrants also contain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise thereof in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations.


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