SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/01/2016
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Table of Contents


AveXis, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Notes Payable (Continued)

White Rock Capital Partners, L.P. Note, Sixeva, Inc.

          On July 22, 2013, Sixeva entered into an unsecured promissory note in the principal amount of $100,000 with White Rock (the "Sixeva Note"), pursuant to which White Rock loaned Sixeva $100,000. The Sixeva Note carried interest at a rate of 10% per annum and had a stated maturity of July 22, 2014.

          The outstanding principal and interest on the Sixeva Note was repaid by Sixeva on August 14, 2014.

10. Capitalization

          In January 2016, the Company's board of directors approved an amendment to the Company's certificate of incorporation to effect a stock split whereby each issued and outstanding share of common stock and Class B-1, B-2, C and D preferred stock will be converted into 1.38 shares of common stock, Class B-1, B-2, C and D preferred stock, respectively (see Note 20). The par value per share will not be adjusted as a result of this stock split. The stock split will be effected prior to the effectiveness of this Registration Statement. All share information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from this action.

          As of December 31, 2014, the authorized capital stock of the Company consisted of 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share, 17,924,182 shares of common stock, par value $0.0001 per share, 3,278,938 shares of Class B-1 preferred stock, par value $0.0001 per share, 326,557 shares of Class B-2 preferred stock, par value $0.0001 per share and 2,365,020 shares of Class C preferred stock, par value $0.0001 per share. As of September 30, 2015 (unaudited), the authorized capital stock of the Company consisted of 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share, 22,080,000 shares of common stock, par value $0.0001 per share, 3,278,938 shares of Class B-1 preferred stock, par value $0.0001 per share, 326,557 shares of Class B-2 preferred stock, par value $0.0001 per share, 2,365,020 shares of Class C preferred stock, par value $0.0001 per share and 3,105,000 shares of Class D preferred stock, par value $0.0001 per share.

          On January 30, 2014, the Company entered into three separate Exchange Agreements pursuant to which JDH Investment Management ("JDH"), an entity affiliated with a founder and then Board member of the Company, exchanged 202,347 common shares held by it for 202,347 Class B-1 preferred shares, Mr. Carbona exchanged 202,347 common shares held by him for 202,347 Class B-1 preferred shares and West Summit exchanged 202,347 common shares held by it for 202,347 Class B-1 preferred shares. The common shares received by the Company pursuant to these Exchange Agreements were cancelled and retired and ceased to be issued and outstanding. In connection with the Exchange Agreements, the Company reduced earnings available to common stockholders used in the calculation of basic and diluted net loss per common share for the year ended December 31, 2014 (see Note 13) by an aggregate of $387,098, representing the difference between the fair value of the Class B-1 preferred shares issued and the fair value of the common stock that was surrendered in the exchanges, which the Company has accounted for as a deemed preferred dividend on its common stock. Additionally, because Mr. Carbona was serving as the Company's chief executive officer at the time, the Company

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