SEC Filings

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


AveXis, Inc.

Notes to Consolidated Financial Statements (Continued)

3. Consolidated Variable Interest Entities (Continued)

equity. No additional investments were made by the Company in BioLife Dallas during the year ended December 31, 2014 or thereafter.

          Given that the Company had the power to direct the activities of BioLife Dallas that most significantly impacted the entity's economic performance the Company concluded that BioLife Dallas was a VIE which should be consolidated for financial statement purposes as of its inception date and until the Company's disposal of BioLife Dallas on January 30, 2014 (see Note 4).

          Pursuant to the BioLife Dallas operating agreement, the net losses for each reporting period were allocated to the members of BioLife Dallas in accordance with their respective percentage ownership interests, provided however that, to the extent any allocation of net losses would cause any members to have a deficit balance in their adjusted capital account at the end of such taxable year, such allocation of net loss was to be reallocated among the other members in accordance with their respective ownership interests. As a result, the net losses realized by BioLife Dallas were initially allocated to the non-controlling interests based on their ownership percentages through 2011, at which time their capital accounts were reduced to zero and all subsequent losses through the date of the Company's disposal of BioLife Dallas on January 30, 2014, were allocated to the Company.

          On September 28, 2015 (unaudited), the Company and Sixeva entered into a Payment and Release Agreement with BioLife Dallas, pursuant to which the Company agreed to pay $575,337 of the outstanding payable owed by the Company to BioLife Dallas, and BioLife Dallas agreed to forgive $84,500 of the outstanding payable related to amounts owed to it by Sixeva.

          Two of the Company's investors, JDH and West Summit, are equity holders of BioLife Dallas, and the principals of JDH and West Summit are former directors of the Company.

Sixeva, Inc.

          Sixeva, Inc. ("Sixeva") was formed by Mr. John Carbona ("Mr. Carbona"), the Company's former Chief Executive Officer and director, on July 8, 2013. Sixeva had 1,000,000 shares of common stock outstanding from inception through December 31, 2014. 500,000 shares of common stock were purchased and held by Carbona Capital LLC, an entity affiliated with Mr. Carbona, for $50.00 and 500,000 shares of common stock were purchased and held by Carbona Charitable Remainder Trust, an entity affiliated with Mr. Carbona, for $50.00. In addition to the above equity, Sixeva was funded through borrowings pursuant to a $100,000 promissory note from White Rock Capital Partners, L.P. (see Note 9).

          From inception, all of the employees of Sixeva provided administrative services that were directly related to the development of AVXS-101 on behalf of the Company and Sixeva was reimbursed for such services by the Company.

          Due to the Company having the right to receive the benefits of the VIE (the services being performed by Sixeva's employees in the development of AVXS-101), the Company is the primary beneficiary of Sixeva and therefore has consolidated Sixeva in its consolidated financial statements from Sixeva's inception.

          In connection with the termination of Mr. Carbona's employment with the Company in April 2015 (unaudited) (see Note 15), all of the outstanding common shares of Sixeva were transferred to the Company, resulting in the Company owning 100% of its outstanding common stock and Sixeva

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