SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/09/2016
Entire Document
 

 

Incorporation, to fix or alter the voting powers, designations, preferences, rights, qualifications, limitations and restrictions of any wholly unissued class of Preferred Stock, or any wholly unissued series of any such class, and the number of shares constituting any such series and the designation thereof, or any of them, and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding.  In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

Upon the acceptance of this Fourth Amended and Restated Certificate of Incorporation for filing with the Secretary of State of the State of Delaware (the “Effective Time”), and without any further action by the holders of such shares, the following conversions shall take place:

 

·                  every outstanding share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), shall convert into 1.38 validly issued, fully paid and non-assessable shares of Common Stock (the “Class A Forward Stock Split”);

 

·                  every outstanding share of the Company’s Class B-1 Common Stock shall convert into 1.38 validly issued, fully paid and non-assessable shares of Class B-1 Common Stock (the “Class B-1 Forward Stock Split”);

 

·                  every outstanding share of the Company’s Class B-2 Common Stock shall convert into 1.38 validly issued, fully paid and non-assessable shares of Class B-2 Common Stock (the “Class B-2 Forward Stock Split”);

 

·                  every outstanding share of the Company’s Class C Common Stock shall convert into 1.38 validly issued, fully paid and non-assessable shares of Class C Common Stock (the “Class C Forward Stock Split”); and

 

·                  every outstanding share of the Company’s Class D Common Stock shall convert into 1.38 validly issued, fully paid and non-assessable shares of Class D Common Stock (the “Class D Forward Stock Split” and, together with the Class A Forward Stock Split, the Class B-1 Forward Stock Split, the Class B-2 Forward Stock Split and the Class C Forward Stock Split, the “Stock Split”).

 

No fractional shares of any class of Common Stock shall be issued pursuant to the Stock Split. All shares of each class of Common Stock so converted that are held by a stockholder shall be aggregated subsequent to the Stock Split. If the Stock Split would result in the issuance of any fractional share of any class of Common Stock, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the fair market value of one share of the applicable class of Common Stock (as determined by the Board of Directors) on the date that the Stock Split is effective, rounded up to the nearest whole cent.

 

The par value of each share of Common Stock shall not be adjusted in connection with the Stock Split. All of the outstanding share amounts, amounts per share and per share numbers for the Common Stock and each series of Preferred Stock, par value $0.0001 per share, set forth in the Company’s Prior Certificate shall be appropriately adjusted to give effect to the Stock Split, as applicable.

 

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