AVEXIS,INC. (NASDAQ:AVXS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On January16, 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”) to a Registration Statement on FormS-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 January19, 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 Exhibit1.1 to this Current Report on Form8-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 Exhibit5.1 to this Current Report on Form8-K.
Item 8.01 Other Events.
On January16, 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 Form8-K as Exhibit99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
This Current Report on Form8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the anticipated use of proceeds of the Offering and the timing of completion of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.Such risks and uncertainties include, among others, the risks identified in the Company’s filings with theSEC, including those described under the heading “Risk Factors” in the Company’s Annual Report on Form10-K for the year ended December31, 2016, as well as those discussed in the prospectus supplement related to the Offering, the accompanying prospectus to the prospectus supplement related to the Offering, the documents incorporated by reference herein and therein, any related free writing prospectus, and subsequent filings with theSEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
AveXis, Inc. ExhibitEX-1.1 2 a18-3121_3ex1d1.htm EX-1.1 Exhibit 1.1 Execution Version AveXis,…To view the full exhibit click
About AVEXIS,INC. (NASDAQ:AVXS)
AveXis, Inc., formerly Biolife Cell Bank, Inc., is a clinical-stage gene therapy company. The Company operates through developing and commercializing gene therapy treatments for patients suffering from neurological genetic diseases segment. The Company’s product candidate, AVXS-101, is its gene therapy product candidate that is in a Phase I clinical trial for the treatment of spinal muscular atrophy (SMA) Type 1, which is a genetic disorder characterized by motor neuron loss and associated muscle deterioration. The survival motor neuron (SMN) is a protein for normal motor neuron signaling and function. Patients with SMA Type 1 either carry a mutation in their SMN1 gene or their SMN1 genes have been deleted. AVXS-101 is designed to deliver a functional human SMN gene into the nuclei of motor neurons that then generates an increase in SMN protein levels. It also focuses to develop AVXS-101 to treat additional SMA types and other treatments for rare neurological genetic diseases.
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