SEC Filings

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


AveXis, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Notes Payable (Continued)

White Rock Capital Partners, L.P. Note, Sixeva, Inc.

          On July 22, 2013, Sixeva entered into an unsecured promissory note in the principal amount of $100,000 with White Rock (the "Sixeva Note"), pursuant to which White Rock loaned Sixeva $100,000. The Sixeva Note carried interest at a rate of 10% per annum and had a stated maturity of July 22, 2014.

          The outstanding principal and interest on the Sixeva Note was repaid by Sixeva on August 14, 2014.

10. Capitalization

          On January 1, 2013, the authorized capital stock of the Company consisted of 3,000 shares of common stock.

          On October 17, 2013, the Company effected a stock split whereby an additional 4,263 shares of common stock were issued in respect of each issued and outstanding share of common stock of record as of October 17, 2013. All share information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from this action.

          In connection with the stock split, on October 17, 2013, the Company amended its certificate of incorporation such that the authorized capital stock of the Company consisted of 20,000,000 shares of undesignated preferred stock, par value $0.0001 per share and 50,000,000 shares of common stock, par value $0.0001 per share.

          As of December 31, 2013 the authorized capital stock of the Company consisted of 20,000,000 shares of undesignated preferred stock, par value $0.0001 per share and 50,000,000 shares of common stock, par value $0.0001 per share.

          On January 30, 2014, the Company amended its certificate of incorporation such that the total authorized capital stock of the Company consisted of 27,339,337 shares of common stock, par value $0.0001 per share, 2,424,027 shares of Class B-1 preferred stock, par value $0.0001 per share, 236,636 shares of Class B-2 preferred stock, par value $0.0001 per share and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

          Also on January 30, 2014, the Company entered into three separate Exchange Agreements pursuant to which JDH Investment Management ("JDH"), an entity affiliated with a founder and then Board member of the Company, exchanged 146,628 common shares held by it for 146,628 Class B-1 preferred shares, Mr. Carbona exchanged 146,628 common shares held by him for 146,628 Class B-1 preferred shares and West Summit exchanged 146,628 common shares held by it for 146,628 Class B-1 preferred shares. The common shares received by the Company pursuant to these Exchange Agreements were cancelled and retired and ceased to be issued and outstanding. In connection with the Exchange Agreements, the Company reduced earnings available to common stockholders used in the calculation of basic and diluted net loss per common share for the year ended December 31, 2014 (see Note 13) by an aggregate of $387,098, representing the difference between the fair value of the Class B-1 preferred shares issued and the fair value of the common stock that was surrendered in the exchanges, which the Company has accounted for as a deemed preferred dividend on its common stock. Additionally, because

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