SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
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appropriate legends were affixed to the securities issued in these transactions. The purchasers also represented to us that they were accredited investors as defined in Rule 501 promulgated under the Securities Act.

Stock Option Grants

          From January 1, 2012 through the date of the prospectus that is a part of this registration statement, we have granted options under our 2014 stock plan to purchase an aggregate of 1,147,479 shares of our common stock to employees, consultants and directors, having exercise prices ranging from $3.41 to $25.08 per share. Of these, options to purchase an aggregate of 33,400 shares have been cancelled without being exercised and 150,000 shares were issued upon the exercise of stock options, at a weighted average exercise price of $3.41 per share, for aggregate proceeds of approximately $511,500.

          We currently have five authorized classes of common stock: Class A common stock; Class B-1 common stock; Class B-2 common stock; Class C common stock; and Class D common stock. Due to the preferential distributions that may be received by the holders of Classes B-1, B-2, C and D common stock, for accounting purposes, these shares have been classified as "preferred stock," with the Class A common stock being classified as "common stock," in our consolidated financial statements and related notes included in this registration statement. Accordingly, we similarly refer to these shares as "preferred stock" and "common stock" in this Item 15.

          The offers, sales and issuances of the securities described in the foregoing paragraph were exempt from registration under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities were our employees, directors or consultants and received the securities under our 2014 stock plan. Appropriate legends were affixed to the securities issued in these transactions.

Item 16.    Exhibits and Financial Statement Schedules.

          The exhibits to the registration statement are listed in the Exhibit Index attached hereto and are incorporated by reference herein.

Item 17.    Undertakings.

          The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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