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)

13. Net Loss Per Common Share and Unaudited Pro Forma Net Loss Per Common Share (Continued)

          Unaudited pro forma basic and diluted net loss per common share was calculated as follows:

 
 
December 31,
2014
 
September 30,
2015
 
 
  (unaudited)
 

Numerator:

             

Loss from continuing operations

  $ (15,551,848 ) $ (25,313,037 )

Less: deemed preferred dividends on common stock

         

Net loss attributable from continuing operations to common stockholders

    (15,551,848 )   (25,313,037 )

Loss from discontinued operation

    153,928      

Net loss attributable to common stockholders

  $ (15,705,776 ) $ (25,313,037 )

Denominator:

             

Weighted-average basic and diluted common shares

    5,011,887     5,103,607  

Pro forma adjustment to reflect assumed automatic conversion of all shares of preferred stock upon the closing of the proposed initial public offering

    1,734,067     3,722,293  

Pro forma weighted average common shares outstanding — basic and diluted

    6,745,954     8,825,900  

Pro forma basic and diluted net loss per common share

  $ (2.33 ) $ (2.87 )

14. Employment Agreements

          On August 7, 2014, the Company entered into employment agreements with four employees. The terms of these agreements ranged between 2-3 years. Each of the agreements provided for an annual salary, a discretionary bonus as determined by the Company's Board of Directors, an additional bonus should the value of the Company's common stock as traded on a national stock exchange equal or exceed certain pre-defined thresholds for a period of 90 consecutive days (the "Valuation Bonus") and severance obligations in the event of the termination of employment by the Company with or without cause or by the employee for good reason, as defined in the agreements. As of September 30, 2015 (unaudited), three of the above employment agreements remain in effect (see Note 15).

          The aggregate amount of Valuation Bonus potentially payable pursuant to such agreements at December 31, 2014 and September 30, 2015 (unaudited) was $1,075,000 and $450,000, respectively. As of December 31, 2014 and September 30, 2015 (unaudited), no Valuation Bonus had been earned by any of the employees or accrued by the Company.

          The Company is accounting for the Valuation Bonuses as liability-based awards under ASC 718. The Valuation Bonus awards contain both a performance condition (i.e., the Company's stock needs to be traded on a nationally-recognized stock exchange in the United States) and a market condition (i.e., vesting is contingent upon the achievement and maintenance of specified stock price thresholds). Once the performance condition has been met (i.e., upon the listing of the

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