SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/09/2016
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Table of Contents

Transactions with BioLife Dallas

          At various times, BioLife Dallas funded the payroll and other expenses of Sixeva, Inc. Amounts advanced by BioLife Dallas and payable by Sixeva were $56,500, $84,500 and $0 at December 31, 2013 and 2014 and September 30, 2015, respectively.

          In 2014, we reimbursed BioLife Dallas for payroll expenses that were directly related to our gene therapy business totaling $27,000.

Disposition of BioLife Dallas, BioLife Management and BioLife IP

          In January 2014, in connection with our decision to exit the stem cell business, BioLife Dallas repurchased from us all of the 150,000 shares of capital stock of BioLife Dallas we owned for an aggregate consideration of $150, and DGG Holdings, LLC, an affiliated entity of Dr. Genecov, or DGG Holdings, became the sole director of BioLife Dallas upon our resignation in connection with the share repurchase agreement. In addition, we sold our entire equity ownership of each of BioLife Management and BioLife IP to DGG Holdings for aggregate consideration of $20 and concurrently resigned our position on the board of directors of both of BioLife Management and BioLife IP.

          In September 2015, we and Sixeva entered into a payment and release agreement with BioLife Dallas, pursuant to which we agreed to pay BioLife Dallas for an outstanding payable amounting to $575,337 for amounts paid by BioLife Dallas on our behalf related to our stem cell business. In exchange for the payment, BioLife Dallas waived $84,500 in total amounts payable by Sixeva to BioLife Dallas related to the payroll funding transactions described above and executed a general release of claims against both Sixeva and us.

BioLife Dallas Promissory Notes Sold to Our Directors

          In July 2010, BioLife Dallas issued and sold two promissory notes, or the notes, in the aggregate principal amount of $450,000 to Mr. Harkey and West Summit (each received a note in the principal amount of $225,000). Mr. Harkey and Dr. Genecov, a principal of West Summit, are both founders of us and were members of our board of directors at such time. The notes were unsecured and carried interest at a rate of 7.5% per annum, with an initial maturity date of September 30, 2010. Subsequent amendments to the notes extended the maturity date upon which the principal amount, together with all accrued and unpaid interest, must be paid in full to December 31, 2015. From January 2012 to January 2014, when we disposed of our interest in BioLife Dallas, the largest amount outstanding under the notes was $450,000. Our payment obligation under the notes was extinguished when we disposed of our interest in BioLife Dallas.

Our Relationships with Sixeva

          Sixeva was formed in July 2013 by Mr. Carbona, our Chief Executive Officer at the time. Employees of Sixeva provided certain administrative services to us that were directly related to our gene therapy business, and pursuant to an oral agreement with Sixeva, we reimbursed Sixeva for its employee payroll expenses and payroll taxes in connection with such services. Under the agreement, our payments to Sixeva totaled $125,163, which we paid in 2014.

          In January 2014, in connection with our decision to exit the stem cell business and focus exclusively on developing and commercializing novel treatments for patients suffering from rare and life-threatening neurological genetic diseases, we entered into an asset purchase agreement with Sixeva pursuant to which we received the rights to certain trademark applications, domain names and other assets for aggregate consideration of $5,000. All of Sixeva's employees subsequently transferred to AveXis in January 2014 and the oral agreement described above with Sixeva was terminated.

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