SEC Filings

S-1
AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document
 

 

WHATSOEVER, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, CONTRACT OR OTHERWISE. THE ABOVE LIMITATIONS ON LIABILITY APPLY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHING SHALL LIMIT CHILDREN’S AND OSU REMEDIES OR ABILITY TO RECOVER DAMAGES, INCLUDING INCREASED DAMAGES, FOR WILLFUL INFRINGEMENT IN THE EVENT CHILDREN’S AND OSU ASSERT THEIR INTELLECTUAL PROPERTY RIGHTS.

 

7.3                                           No Warranties to Third Parties. Licensee shall not make any statements, representations or warranties or accept any liabilities or responsibilities whatsoever to or with regard to any person or entity that are inconsistent with this Agreement.

 

7.4                                           Capital. The Shares to be issued pursuant to Section 4.1  hereof,  represent three percent (3%) of the outstanding capital stock of Licensee on a fully-diluted basis. On or before February 9, 2014, Licensee will complete an asset sell-off of its existing operating cell banking business, file for a name change to AveXis, Inc. (“AveXis”), and complete a Class B capital rise (the “Internal Restructuring”); in addition, within 30 calendar days (the “Filing Deadline”) after Children’s provides written notice to Licensee that the Research Institute has delivered a dosage of the scAAV9-SMN gene therapy product for the treatment of spinal muscular atrophy type 1 under the Licensed Technology to the seventh patient, Licensee will file a registration statement with the U.S. Securities and Exchange Commission of the purpose of becoming a publicly-trading company;  provided however, that: (a) Licensee may extend the Filing Deadline to December 31, 2015 by providing written notice to such extension to Children’s on or before the Filing Deadline, and an extension payment in the amount of $100,000 within 5 days thereafter.   In that event, (i) all of the Shares will be re-issued for a number of shares of the outstanding capital stock of AveXis (the “AveXis Shares”) equal to three percent (3%) of the outstanding capital stock of AveXis after the Internal Restructuring, on a fully diluted basis, and (ii) AveXis shall issue that number of the AveXis Shares in the name of Children’s and that number of AveXis Shares in the name of OSU (the “OSU AveXis Shares”), as instructed by Children’s in accordance with the OSU Percentage. The Shares or the AveXis Shares, as applicable, shall be non-dilutive until Licensee, or after the Internal Restructuring, AveXis, achieves a One Hundred Million Dollar ($100,000,000.00) market capitalization. For the avoidance of doubt, Licensee shall issue additional Shares, or, after the Internal Restructuring, AveXis shall issue additional AveXis Shares to Children’s and OSU for no consideration, from time to time, if necessary to maintain Children’s and OSU’s aggregate three percent (3%) ownership of the outstanding capital stock on a fully-diluted basis in Licensee or AveXis, as applicable but this requirement will terminate once Licensee, or after the Internal Restructuring, AveXis, has reached a market capitalization of One Hundred Million Dollar ($100,000,000.00) or more. Once this market capitalization target has been met, the non-dilution protection shall not be reinstated even if Licensee’s or, after the Internal Restructuring, AveXis’ market capitalization thereafter falls below One Hundred Million Dollar ($100,000,000.00). Notwithstanding any provision of this Section 7.4 to the contrary, in the event that Children’s or OSU transfer any of the Shares issued to them pursuant to Section 4.1 hereof to any other person or entity , all references in this Section 7.4 to “three percent (3%)” shall automatically and immediately be adjusted to that percentage determined by multiplying (a) three percent (3%) by (b) a fraction, the numerator of which is the aggregate number of Shares and AveXis Shares issued pursuant to Sections 4.1 and 7.4 hereof then held by Children’s and/or OSU after taking into account all such transfers, and the denominator of which is the original 239,894 Shares plus the number of any additional Shares and AveXis Shares issued thereon pursuant to this Section 7.4 (in each case as such numbers are equitably adjusted to reflect any share exchange, merger, conversion, consolidation, reorganization, stock split or reverse stock split, dividend, distribution or similar occurrence with respect to such shares).

 

ARTICLE 8

INDEMNITY & INSURANCE

 

8.1                                           Indemnity. Licensee on behalf of itself and its sublicensees and subcontractors,

 

15



© AveXis, Inc. All Rights Reserved.