SEC Filings

AVEXIS, INC. filed this Form S-1/A on 02/09/2016
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          In 2014, we reimbursed Dr. Brian Kaspar $33,088 for the legal fees he incurred in connection with the negotiation of the RSPA and his consulting agreement. We also reimbursed Dr. Brian Kaspar an aggregate of $4,635 in 2014 for certain travel and business expenses incurred on behalf of the company. In addition, under the RSPA we have agreed to indemnify Dr. Brian Kaspar against certain adverse tax events with respect to the shares of our common stock he purchased under the agreement. Dr. Brian Kaspar purchased the shares at a price of $0.00007 per share, which was the par value of the shares. Based on our estimate of the fair market value per share of our common stock as of the date of the RSPA of $1.51 per share, Dr. Brian Kaspar purchased these shares at a discount of $1.5144 per share. Therefore, we estimate that we are contractually obligated to indemnify Dr. Brian Kaspar for the tax and any related penalties he owes on the imputed income of $3.5 million, based on the difference between the fair market value of the restricted share grant and the purchase price paid. We estimate our total indemnity obligation will be approximately $4.1 million, including gross-up, interest and penalties.

Our Relationships with Nationwide Children's Hospital and Ohio State University

          Dr. Brian Kaspar is also a full-time employee of Nationwide Children's Hospital, or NCH. In October 2013, we entered into an exclusive license agreement, which we amended and restated in its entirety in January 2016, or the NCH License Agreement, with NCH as described more fully in "Business — Our Collaboration and License Agreements — Strategic Collaborators and Relationships — Nationwide Children's Hospital" of this prospectus. Under the NCH License Agreement, we initially issued NCH 321,121 shares of our common stock in October 2013, and we have subsequently issued NCH an additional 121,288 shares of our common stock between October 2013 and May 2015 pursuant to our anti-dilution obligations under the agreement. With certain exceptions, we are also obligated to make up to $125,000 in development milestone based payments. Our payments to NCH totaled $150,000 in the aggregate in 2014 and 2015 in connection with amendments to the NCH License Agreement. The inventors of the licensed patents, including Dr. Brian Kaspar, are entitled to a certain share of the revenues received by NCH under the NCH License Agreement.

Certain Transactions Involving Our Subsidiaries and Affiliated Entities

Our Relationships with BioLife Entities

Ownership in BioLife Dallas, BioLife Management and BioLife IP

          Prior to the development of gene therapy treatments for rare neurological genetic disorders, we focused on the stem cell business. We formed two wholly-owned subsidiaries, BioLife Cell Bank Management, LLC, or BioLife Management, in March 2010 and BioLife Cell Bank Intellectual Property, LLC, or BioLife IP, in April 2010 to hold certain equipment and intellectual property necessary to conduct the stem cell business.

          BioLife Cell Bank Dallas, LLC, or BioLife Dallas, was formed in April 2010 to conduct the operations of BioLife Management and BioLife IP. The initial members of BioLife Dallas were West Summit Investments, LP, or West Summit, and Sangreal Capital Fund I, LP, or Sangreal. In April 2010 we were appointed as the sole director of BioLife Dallas, and from May 2011 to June 2013 we purchased an aggregate of 150,000 shares of BioLife Dallas for a total price of $1,500,000, which represented 37.5% of the outstanding capital stock of BioLife Dallas as of December 31, 2013. The principals of both West Summit and Sangreal, David G. Genecov and John D. Harkey, Jr., respectively, were our founders, significant stockholders and, at such time, members of our board of directors. Sangreal subsequently sold its interests in BioLife Dallas to Mr. Harkey. As of December 31, 2013, West Summit and Mr. Harkey each owned 27.5% of BioLife Dallas.


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