SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/01/2016
Entire Document
 

Table of Contents

associated per-share exercise price of the award, the estimated fair value per share of our common stock on the grant date, and the estimated fair value per share of the award:

Grant Date
 
Number of Shares
Underlying
Option/Warrant
Granted
 
Exercise Price
per Share
 
Estimated Fair
Value per Share
of Common Stock
 
Weighted-Average
Fair Value per Share
of Options/Warrants
at grant date
 

May 28, 2014

    294,492   $ 2.47   $ 2.39   $ 1.49  

June 19, 2014

    170,210   $ 2.47   $ 2.39   $ 1.46  

June 19, 2014

    36,789   $ 2.72   $ 2.39   $ 1.38  

August 5, 2014

    138,000   $ 2.47   $ 2.47   $ 1.06  

June 10, 2015

    738,300   $ 15.94   $ 15.94   $ 10.88  

August 11, 2015

    527,821   $ 18.17   $ 18.17   $ 13.09  

Common Stock Valuation Methodology

          There are significant assumptions and estimates required in determining the fair value of our common stock. Following the closing of this offering and the commencement of public trading of our common stock, the fair value per share of our common stock for purposes of determining stock-based compensation will be the closing price of our common stock as reported on the applicable grant date.

          To estimate the fair value of our common stock, given the absence of a public trading market for our common stock, valuation estimates are prepared by management, and provided to our board of directors, in accordance with the framework of the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the AICPA Practice Guide), as well as independent third-party valuations. The valuations of our common stock as of October 9, 2013, January 28, 2014, March 7, 2014, March 31, 2014, June 30, 2014, August 11, 2014, September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015 were based on a number of objective and subjective factors, including external market conditions affecting our industry sector, the prices at which we sold shares of common stock, and the likelihood of achieving a liquidity event, such as an initial public offering. For more information, see Note 12 to our consolidated financial statements included elsewhere in this prospectus.

Variable Interest Entities

          We apply the variable interest model under FASB ASC Topic 810, Consolidation ("ASC 810"), to any entity in which we hold an equity investment or to which we have the power to direct the entity's most significant economic activities and the ability to participate in the entity's economics. If the entity is within the scope of the model, and meets the definition of a variable interest entity, or VIE, we consider whether we must consolidate the VIE or if further disclosures regarding our involvement with the VIE are necessary. If we are determined to be the primary beneficiary of the VIE, we will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event.

          We consider a legal entity a VIE if (i) its investors do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (ii) as a group, the holders of the equity investment at risk do not have both the power to direct the activities of the legal entity that most significantly impact the entity's economic performance, and the obligation to absorb the expected losses or the right to receive expected residual returns of the legal entity. We consider ourselves to be the primary beneficiary of a VIE if we have both the power to direct the activities that most significantly affect the VIE's economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially

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