|AVEXIS, INC. filed this Form S-1/A on 02/01/2016|
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pursuant to a restricted stock purchase agreement that were subject to repurchase and, therefore, not considered outstanding for accounting purposes. The number excludes:
- 1,583,521 shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2015, at a
weighted-average exercise price of $13.99 per share, of which 69,000 shares have been issued upon exercise of such options subsequent to September 30, 2015;
- 326,557 shares of common stock issuable upon the exercise of outstanding warrants as of September 30, 2015, at a
weighted-average exercise price of $2.57 per share, which warrants are expected to remain outstanding at the consummation of this offering;
- up to a maximum of 424,932 shares of common stock reserved for future issuance under our Amended and Restated 2014 Stock Plan, or the
2014 Plan, as of September 30, 2015; of which options to purchase 378,565 shares of our common stock were granted subsequent to September 30, 2015, at a weighted-average exercise price
of $18.33; and
- 2,400,000 shares of our common stock reserved for future issuance under our 2016 Equity Incentive Plan, or the 2016 Plan, which will
become effective upon the signing of the underwriting agreement related to this offering, as well as any automatic increases in the number of shares of common stock reserved for future issuance under
the 2016 Plan.
Unless otherwise indicated, this prospectus reflects and assumes the following:
- a 1.38-for-1 forward stock split of our common stock, which will occur prior to the effectiveness of the registration statement of
which this prospectus is a part;
- the automatic conversion of all outstanding shares of our preferred stock into 8,695,662 shares of our common stock, which will occur
upon the closing of this offering;
- the conversion of all outstanding warrants to purchase 326,557 shares of Class B-2 preferred stock into warrants to purchase an
aggregate of 326,557 shares of common stock upon the closing of this offering;
- no exercise of outstanding options or warrants after September 30, 2015;
- the filing of our amended and restated certificate of incorporation and the adoption of our amended bylaws, which will occur upon the
closing of this offering; and
- no exercise by the underwriters of their option to purchase additional shares of our common stock.
Certain of our significant stockholders have indicated an interest in purchasing up to an aggregate of $30 million in shares of our common stock in this offering at the initial
public offering price per share. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this
offering to any of these entities, or any of these entities may determine to purchase more, less or no shares in this offering. The underwriters will receive the same underwriting discount on any
shares purchased by these entities as they will on any other shares sold to the public in this offering.
We currently have five authorized classes of stock: 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 our remaining common stock being classified as "common stock" in our consolidated financial statements and related notes. Accordingly, throughout this prospectus, we similarly
refer to these shares as "preferred stock" and "common stock," respectively.
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