SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/09/2016
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$3.96 per share for an aggregate purchase price of $4.5 million, and (ii) issued an additional 126,991 shares of Class C preferred stock to Deerfield pursuant to the conversion of the principal and accrued interest under the Deerfield Note at a conversion price of $3.96 per share. The Class C purchase agreement provided for additional shares of Class C preferred stock to be issued and sold to Deerfield and Roche upon the occurrence of a milestone event, defined in the Class C purchase agreement as the dosing of the sixth patient in the Phase 1 clinical trial of AVXS-101.

          In March 2015, in connection with achievement of this milestone event, we issued and sold an aggregate of 1,102,945 additional shares of our Class C preferred stock to Deerfield and Roche at a purchase price of $4.53 per share for an aggregate purchase price of $5.0 million.

          As described in "Management — Board Composition and Election of Directors — Board Composition" above, Deerfield, as representative to the holders of our Class C preferred stock, has the right to designate two directors to our board. Deerfield has designated Jonathan Leff, a partner of Deerfield Management Company, LP, which is associated with Deerfield, and Carole Nuechterlein, a deputy director and head of Roche Venture Fund, which is an affiliate of Roche. The following table sets forth the aggregate number of shares of Class C preferred stock issued to our related parties in this financing:

PARTICIPANTS
 
SHARES OF CLASS C
PREFERRED STOCK
 

Deerfield

    1,182,941  

Roche

    1,182,079  

Class D Preferred Stock Financing

          In September 2015, we entered into a Class D preferred stock purchase agreement, or the Class D purchase agreement, pursuant to which (i) we issued and sold to investors, including certain existing investors, an aggregate of 3,093,104 shares of our Class D preferred stock at a purchase price of $21.01 per share, for aggregate proceeds of $65 million. As a result of this transaction, stockholders affiliated with T. Rowe Price and stockholders associated with Venrock Healthcare Capital Partners II, L.P., or Venrock, each became a beneficial owner of more than 5% of our capital stock. Bong Y. Koh, a member of our board of directors, is a general partner at Venrock.

          The following table sets forth the aggregate number of shares of Class D preferred stock issued to our related parties in this preferred stock financing:

PARTICIPANTS
 
SHARES OF CLASS D
PREFERRED STOCK
 

Stockholders affiliated with T. Rowe Price

    951,720  

Deerfield(1)

    117,996  

Deerfield Special Situations Fund, L.P.(1)

    117,998  

Roche

    163,139  

Venrock(2)

    223,880  

VHCP Co-Investment Holdings II, LLC.(2)

    90,779  

(1)
Deerfield Special Situations Fund, L.P. is associated with Deerfield.

(2)
VHCP Co-Investment Holdings II, LLC is associated with Venrock.

Investor Rights Agreement

          In connection with our Class B preferred stock financing in March 2014 we entered into an investor rights agreement, which was (i) amended and restated in connection with our Class C preferred stock financing in August 2014, (ii) further amended and restated in April 2015 and

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