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)

17. Income Taxes (Continued)

          A valuation allowance equal to 100% of the net deferred tax assets has been established because of the uncertainty of realization of the deferred tax assets due to the absence of earnings history. The Company's valuation allowance relates primarily to net operating loss carryforwards.

          As of December 31, 2014 and September 30, 2015 (unaudited), the Company had federal net operating loss carryforwards available to reduce future taxable income of approximately $8,990,000 and $20,563,000, respectively, which expire between 2032 and 2034. A portion of these net operating loss carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods due to "change of ownership" provisions of the Internal Revenue Code and similar state provisions. As of December 31, 2014, the Company has unused federal research and development carryforwards of approximately $43,000, which will begin to expire in 2034. A portion of these carryforwards and tax credits may expire before becoming available to reduce future income tax liabilities.

18. Related Party Transactions

          The Company entered into the following related party transactions:

          During the first half of 2013, BioLife Dallas was party to an oral sublease agreement with Genecov Plastic Surgery Group P.A. for approximately 1,000 square feet of office space at a rate of $4,000 per month. Genecov Plastic Surgery Group P.A. is owned by Dr. David Genecov, who at the time was a director of the Company, as well as a stockholder through investments made by West Summit, an entity affiliated with Dr. Genecov, in both BioLife Dallas and the Company.

          In January 2014, the Company sold the 1,000 shares of BioLife Management and the 1,000 shares of BioLife IP, held by it, to DGG Holdings, an entity controlled by Dr. Genecov, a member of the Company's Board the principal of West Summit (see Note 4).

          The Company's former chief executive officer, Mr. Carbona, was the holder, through affiliated entities, of all of the outstanding shares of common stock of Sixeva until the termination of his employment with the Company and the transfer of such shares to the Company in April 2015 (see Note 3 and Note 15).

          In July 2010, each of John Harkey and West Summit, loaned $225,000 pursuant to Promissory Note Agreements to BioLife Dallas a consolidated VIE of the Company (see Note 4). Mr. Harkey is a founder and a former Board member of the Company and West Summit is a founder of the Company and the principal of West Summit is a former Board member of the Company.

          On August 1, 2012, the Company, then known as BioLife Cell Bank, Inc., entered an exclusive research collaboration agreement with Intrexon Corporation, or Intrexon. Intrexon's chief executive officer controls NRM, a beneficial owner of more than 5% of the Company's capital stock. Pursuant to this agreement, the Company received a license to Intrexon's technologies to research, develop and use adipose-derived and other stem cells for the development and commercialization of an autologous, genetically modified stem-cell therapy for humans for the treatment of SMA. The Company also received an option to acquire the worldwide commercial rights to products developed pursuant to the agreement. If the Company had exercised the option under the agreement, the Company would have paid Intrexon a technology access fee equal to the greater of 15 percent of the fair market value of the Company's fully-diluted capital stock and $6.8 million, which fee could have been paid in either cash or stock. On December 1, 2013, the agreement was terminated, and option terminated unexercised, without payment of any consideration to Intrexon.

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