SEC Filings

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


SHARES ELIGIBLE FOR FUTURE SALE

          Prior to this offering, no public market existed for our common stock. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

          Based on the number of shares outstanding as of September 30, 2015, upon the closing of this offering and assuming no exercise of the underwriters' option to purchase additional shares, 21,900,603 shares of common stock will be outstanding, assuming no outstanding options or warrants are exercised. All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares sold to our "affiliates," as that term is defined under Rule 144 under the Securities Act. The remaining             shares of common stock held by existing stockholders are restricted securities," as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered or if their resale qualifies for exemption from registration described below under Rule 144 promulgated under the Securities Act.

          As a result of the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, the shares of common stock that will be deemed restricted securities after this offering will be available for sale in the public market as follows:

    approximately 41,400 restricted shares will be eligible for immediate sale upon the completion of this offering;

    approximately 138,000 restricted shares will be eligible for sale in the public market 90 days after the date of this prospectus under Rule 144; and

    approximately 17,540,170 restricted shares will be eligible for sale in the public market upon expiration of lock-up agreements 180 days after the date of this prospectus, subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144 and Rule 701.

          Certain of our significant stockholders and their affiliated entities have indicated an interest in purchasing an aggregate of up to $30 million of shares of common stock in this offering at the initial public offering price. Any such shares purchased by these stockholders who are considered to be our affiliates could not be resold in the public market immediately following this offering as a result of restrictions under securities laws, but would be able to be sold following the expiration of these restrictions, as described below. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this offering to any of these entities, or any of these entities may determine to purchase more, less or no shares in this offering.

          Any shares of common stock sold to our directors, executive officers or employees pursuant to the directed share program are subject to the 180-day lockup restrictions described below. These shares will be able to be sold following the expiration of such restrictions.

Rule 144

          In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of the company who owns either restricted or unrestricted shares

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