SEC Filings

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

 

any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share of Class B Common Stock equal to the applicable Class B Original Issue Price (as defined below) for such Class B Common Stock, less the aggregate amount distributed to the holders of Class B Common Stock on account of such shares of Class B 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 Class B Common Stock the full amount to which they shall be entitled under this Section 2(a)(ii), the holders of shares of Class B 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 B Original Issue Price” shall mean, (A) in the case of the Class B-1 Common Stock, $2.471 per share, (B) in the case of the Class B-2 Common Stock, $2.572 per share, subject in each case to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Class B Common Stock.

 

For purposes hereof, the Class B Original Issue Price, the Class C Original Issue Price and the Class D Original Issue Price shall be referred to, collectively, as the “Original Issue Price” and, individually, as the “applicable Original Issue Price”.

 

(iii)                               The holders’ of shares of Senior Common Stock and Class B Common Stock rights, if any, to receive a preferential distribution upon a Liquidation Event or deemed Liquidation Event pursuant to this Section 2(a) shall immediately and automatically terminate upon the closing of a firm commitment underwritten public offering (a “Qualified IPO”) of shares of the Common Stock of the Corporation with aggregate net proceeds to the Corporation of at least $35,000,000 and at a price per share equal to or greater than the Class D Original Issue Price.

 

(b)                                 Distribution to Holders of Common Stock Generally.  Upon a Liquidation Event, after the payment of all preferential amounts required to be paid pursuant to Section 2(a) above, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed ratably among all of the holders of Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock, pro rata, based on the number of shares held by each such holder.

 

(c)                                  Consolidation, Merger, Etc.  A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale, conveyance, exclusive license or disposition of all or substantially all of the assets of the Corporation or the effectuation by the Corporation of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of, shall be deemed to be a Liquidation Event within the meaning of this Fourth Amended and Restated Certificate of Incorporation.  A consolidation or merger of the Corporation with or into any other corporation or corporations where the Corporation is the surviving entity shall not be deemed to be a Liquidation Event within the meaning of this Section 2, if the Corporation obtains the consent of the holders of a majority of the Class D Common Stock, Class C Common Stock and Class B Common Stock, voting together as a single class on an as-converted basis.

 

3.                                      Voting Rights.

 

(a)                                 General.  Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock shall vote together as a single class on an as-converted basis.  The number of

 

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