SEC Filings

10-K
AVEXIS, INC. filed this Form 10-K on 03/18/2016
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price of $18.17 per share. In October 2015, our compensation committee awarded Dr. Nagendran an option to purchase 199,855 shares of our common stock at an exercise price of $18.48 per share. See "—Outstanding Equity Awards at December 31, 2015" for more information regarding these grants. In addition to equity award grants under the 2014 Plan, Mr. Carbona was party to a number of transactions with us and entities affiliated with us that may be considered compensatory in nature and which, for accounting purposes, we have accounted for as stock-based compensation in our audited financial statements included in this Annual Report.

Exchange Agreement

        In January 2014, we entered into an exchange agreement with Mr. Carbona under which Mr. Carbona exchanged 202,347 common shares held by him for 202,347 Class B-1 preferred shares for no additional consideration.

Stock Purchase and Option Agreement

        In January 2014, JDH Investment Management, LLC, or JDH Investment, an entity controlled by Mr. Harkey, West Summit Investments, LP, or West Summit, an entity controlled by Dr. Genecov, and Mr. Carbona entered into a Stock Purchase and Option Agreement. Under the agreement, JDH Investment and West Summit sold an aggregate of 392,287 common shares to Mr. Carbona for the price per share of $0.00007, or $28.44 in the aggregate. Additionally, the agreement contained a cross option, which provided Mr. Carbona the right to buy one-third of any eligible shares acquired in the future by JDH Investment or West Summit for the price paid by them to acquire the shares, and provided each of JDH Investment and West Summit an option to buy one-third of any eligible shares acquired in the future by Mr. Carbona for the price paid by him to acquire the shares. Under the agreement, the cross option would only terminate upon a reorganization or merger of the company, a sale of substantially all of the assets of the company or an initial public offering. During 2014, there were no exercises by any party of the cross option. However, in connection with the termination of Mr. Carbona's employment in April 2015, the parties entered into a Mutual Termination Agreement, under which Mr. Carbona transferred one-third of his June 2014 option grant described below to each of JDH Investment and West Summit and the parties agreed to terminate the cross option.

        We treated the shares sold to Mr. Carbona pursuant to the Stock Purchase and Option Agreement as stock-based compensation under ASC 718. As the shares sold to Mr. Carbona pursuant to the Stock Purchase and Option Agreement were fully vested on the date of the purchase and there was no service to be performed by Mr. Carbona in order to retain the shares, the shares do not appear in the "Outstanding Equity Awards at December 31, 2015" table below.

June 2014 Option Grant

        In June 2014, we granted Mr. Carbona an option to purchase an aggregate of 207,000 shares of common stock under our 2014 Plan. The option was an incentive stock option with respect to 36,790 shares and a non-qualified stock option with respect to 170,210 shares. The exercise price for the incentive stock option portion of the option was $2.718 per share and the exercise price for the non-qualified stock option portion of the option was $2.47 per share. Two-thirds of the shares underlying the option were subject to cross option rights of JDH Investment and West Summit as described above. Under the terms of the option, the 36,790 shares subject to the incentive stock option and 50,150 shares subject to the non-qualified stock option were fully vested upon grant. Pursuant to the terms of the grant, the non-qualified stock option was to vest with respect to the remaining 120,060 shares upon the achievement of specified service-based and performance-based conditions, which are described in detail in footnote (2) to the "Outstanding Equity Awards at December 31, 2015" table below. However, in April 2015, pursuant to the terms of Mr. Carbona's severance agreement, the unvested portion of the option was accelerated and became fully vested. See "—Payments Upon

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