SEC Filings

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

 

Immediately after the Effective Time and the Class A Forward Stock Split, each share of Class A Common Stock of the Corporation then outstanding shall, without any further action by any stockholder, be redesignated as, and shall become, one share of Common Stock.  Any stock certificate that immediately prior to the Effective Time represented shares of the Corporation’s Class A Common Stock shall from and after the Effective Time represent shares of Common Stock, without the need for surrender or exchange thereof.

 

B.                                    RIGHTS PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK, CLASS B COMMON STOCK, CLASS C COMMON STOCK AND CLASS D COMMON STOCK.

 

The rights, preferences, privileges and restrictions granted to and imposed upon the Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock are set forth in this Division B.

 

1.                                      Dividends.  Each share of Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock shall participate equally in all dividends payable with respect to the Common Stock, as, if and when declared by the Board of Directors of the Corporation.

 

2.                                      Liquidation.  In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, including a deemed Liquidation Event as set forth in Section 2(c) below (a “Liquidation Event”), the aggregate assets available for distribution to the Corporation’s stockholders shall be distributed as follows:

 

(a)                                 Preferences. In the event of any Liquidation Event,

 

(i)                                     First, the holders of shares of Class C Common Stock and Class D Common Stock (together, the “Senior Common Stock”) then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Class B Common Stock or Common Stock by reason of their ownership thereof, an amount per share of Senior Common Stock equal to the applicable Original Issue Price (as defined below) for such Senior Common Stock, less the aggregate amount distributed to the holders of Senior Common Stock on account of such shares of Senior Common Stock prior to such Liquidation Event.  If upon any such Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Senior Common Stock the full amount to which they shall be entitled under this Section 2(a)(i), the holders of shares of Senior Common Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares pursuant to this paragraph were paid in full.  The “Class C Original Issue Price” shall mean, in the case of any share of Class C Common Stock, $4.2299 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Class C Common Stock.  The “Class D Original Issue Price” shall mean, in the case of Class D Common Stock, $21.0145 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Class D Common Stock.

 

(ii)                                  After the payment of all preferential amounts required to be paid pursuant to Section 2(a)(i) above, the holders of shares of Class B Common Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before

 

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