SEC Filings

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

 

The Board of Directors of the Corporation may issue Preferred Stock from time to time in one or more series.  The Board of Directors of the Corporation is hereby authorized to adopt a resolution or resolutions from time to time, within the limitations and restrictions stated in this Certificate of Incorporation, to fix or alter the voting powers, designations, preferences, rights, qualifications, limitations and restrictions of any wholly unissued class of Preferred Stock, or any wholly unissued series of any such class, and the number of shares constituting any such series and the designation thereof, or any of them, and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding.  In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

B.                                    RIGHTS PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK.

 

The rights, preferences, privileges and restrictions granted to and imposed upon the Common Stock are set forth in this Division B.

 

1.                                      Dividends.  Each share of Common Stock shall participate equally in all dividends payable with respect to the Common Stock, as, if and when declared by the Board of Directors of the Corporation.

 

2.                                      Liquidation.  In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, including a deemed Liquidation Event as set forth in Section 2(c) below (a “Liquidation Event”), the aggregate assets available for distribution to the Corporation’s stockholders shall be distributed as follows:

 

(a)                                 Preferences. In the event of any Liquidation Event,

 

(i)                                     First, the holders of shares of Class C Common Stock and Class D Common Stock (together, the “Senior Common Stock”) then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Class B Common Stock or Class A Common Stock by reason of their ownership thereof, an amount per share of Senior Common Stock equal to the applicable Original Issue Price (as defined below) for such Senior Common Stock, less the aggregate amount distributed to the holders of Senior Common Stock on account of such shares of Senior Common Stock prior to such Liquidation Event.  If upon any such Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Senior Common Stock the full amount to which they shall be entitled under this Section 2(a)(i), the holders of shares of Senior Common Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares pursuant to this paragraph were paid in full.  The “Class C Original Issue Price” shall mean, in the case of any share of Class C Common Stock, $5.8373 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Class C Common Stock.  The “Class D Original Issue Price” shall mean, in the case of Class D Common Stock, $29.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Class D Common Stock.

 

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