SEC Filings

10-K
AVEXIS, INC. filed this Form 10-K on 03/18/2016
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Table of Contents


AveXis, Inc.

Notes to Consolidated Financial Statements (Continued)

21. Subsequent Events (unaudited) (Continued)

subject to certain annual minimums. In addition, the Company must pay NCH a portion of sublicensing revenue received from its sublicense of the rights to the licensed technology at percentages between low-double digits and low-teens.

        The Amended and Restated Nationwide License commenced on the Amended and Restated Nationwide License Effective Date and terminates upon the expiration of the royalty term for the Product Candidate in each country in which it is sold. The Amended and Restated Nationwide License can also be terminated (i) by the Company for convenience at any time after the first anniversary of the Effective Date upon six months prior written notice, (ii) by either party in the event of a material uncured breach upon thirty days written notice, (iii) by NCH upon the bankruptcy/insolvency of the Company, and (iv) by NCH if it is sued by the Company for anything other than a suit brought in response to any suit brought by NCH regarding the validity or enforceability of the NCH patents.

Employment Agreement with Dr. Brian Kaspar

        In January 2016, the Company entered into an employment agreement with its chief scientific officer, Dr. Brian Kaspar. The agreement provides for an annual salary, discretionary bonus as determined by the Company's Board of Directors and severance benefits payable in the event of the termination of employment by the Company without cause or by the employee for good reason, as defined in the agreement. Upon the effectiveness of Dr. Kaspar's employment agreement, all of his unvested shares granted pursuant to the restricted stock purchase agreement vested in full. As a result of the vesting in full of the remainder of this award in January 2016 the Company anticipates incurring a material charge to research and development expense in the first quarter of 2016.

Fourth Amended and Restated Certificate of Incorporation

        On February 1, 2016, the Company amended its certificate of incorporation such that the total authorized capital stock of the Company consisted of 30,000,000 shares of common stock, par value $0.0001 per share, 3,278,938 shares of Class B-1 preferred stock, $0.0001 par value per share, 326,557 shares of Class B-2 preferred stock, $0.0001 par value per share, 2,365,020 shares of Class C preferred stock, $0.0001 par value per share, 3,105,000 shares of Class D preferred stock, $0.0001 par value per share and 1,000,000 shares of preferred stock, $0.0001 par value per share.

        Additionally, the Company effected a stock split whereby each outstanding share of common stock and Class B-1, B-2, C and D preferred stock was converted into 1.38 shares of common stock and Class B-1, B-2, C and D preferred stock, respectively.

Approval of 2016 Equity Incentive Plan

        The Board adopted the 2016 Equity Incentive Plan, or 2016 Plan, in January 2016. The Company's stockholders approved the 2016 Plan in February 2016. The 2016 Plan became effective on February 10, 2016, or the IPO Date. On and after the IPO Date, no additional stock awards will be granted under the 2014 Amended and Restated Stock Plan, or the 2014 Plan. The Board may amend or suspend the 2016 Plan at any time, although no such action may materially impair the rights under any then-outstanding award without the holder's consent. The Company will obtain stockholder approval for any amendments to the 2016 Plan as required by law. No incentive stock options may be granted under the 2016 Plan after the tenth anniversary of the effective date of the 2016 Plan. Initially, the aggregate number of shares of the Company's common stock that may be issued pursuant to stock

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