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)

10. Capitalization (Continued)

Mr. Carbona was serving as the Company's chief executive officer at the time, the Company recognized stock-based compensation expense (see Note 12), in connection with Mr. Carbona's Exchange Agreement.

          On February 18, 2014, the Company entered into an Exchange Agreement with White Rock pursuant to which White Rock exchanged 219,941 common shares held by it for 219,941 Class B-1 preferred shares, and on February 27, 2014, the Company entered into an Exchange Agreement with NRM, pursuant to which NRM exchanged 219,941 common shares held by it for 219,941 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 White Rock and NRM 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 $479,471, 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.

          On August 11, 2014, the Company amended its certificate of incorporation such that the total authorized capital stock of the Company consisted of 12,988,538 shares of common stock, par value $0.0001 per share, 2,376,042 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, 1,713,784 shares of Class C preferred stock, par value $0.0001 per share and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

          As of December 31, 2014, the authorized capital stock of the Company consisted of 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share, 12,988,538 shares of common stock, par value $0.0001 per share, 2,376,042 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 1,713,784 shares of Class C preferred stock, par value $0.0001 per share. As of September 30, 2015 (unaudited), the authorized capital stock of the Company consisted of 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share, 16,000,000 shares of common stock, par value $0.0001 per share, 2,376,042 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, 1,713,784 shares of Class C preferred stock, par value $0.0001 per share and 2,250,000 shares of Class D preferred stock, par value $0.0001 per share.

          In the event of any Liquidation Event (as defined in the Third Amended and Restated Certificate), the aggregate assets available for distribution to the stockholders shall be distributed as follows:

    first to the holders of Class C and Class D preferred stock in an amount per share equal to their original issue price ($5.8373 per share for Class C ad $29.00 per share for Class D preferred stock);

    then, to the holders of Class B preferred stock in an amount per share equal to their original issue price ($3.41 per share for Class B-1 and $3.55 per share for Class B-2 preferred stock); and

F-27



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