Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2018, AveXis, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC, Jefferies LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named on Schedule I thereto (the Underwriters), to issue and sell 3,921,600 shares of common stock of the Company (the Shares) in an underwritten public offering (the Offering) pursuant to a Registration Statement on Form S-3 (File No. 333-216841) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the SEC). The offering price to the public is $102.00 per Share. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 588,240 shares of common stock (the Option), which the Underwriters have elected to exercise in full. The Company estimates that the net proceeds from the Offering will be approximately $431.9 million with the Underwriters exercising the Option in full, after deducting underwriting discounts and commissions and estimated offering expenses. The Company expects the Offering to close on January 19, 2018, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the legal opinion of Cooley LLP as to the legality of the Shares (including the Option) to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On January 16, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.