0000899243-18-027737.txt : 20181030 0000899243-18-027737.hdr.sgml : 20181030 20181030212641 ACCESSION NUMBER: 0000899243-18-027737 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181030 FILED AS OF DATE: 20181030 DATE AS OF CHANGE: 20181030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Petrovich John George CENTRAL INDEX KEY: 0001387382 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 181148503 MAIL ADDRESS: STREET 1: CALANDO PHARMACEUTICALS INC. STREET 2: 2585 NINA STREET CITY: PASADENA STATE: CA ZIP: 91107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axonics Modulation Technologies, Inc. CENTRAL INDEX KEY: 0001603756 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 454744083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-396-6322 MAIL ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001387382 Petrovich John George 26 TECHNOLOGY DRIVE IRVINE CA 92618 1 0 1 0 Common Stock 888000 I See footnote Series A Preferred Stock Common Stock 289576 I See footnote Series B-1 Preferred Stock Common Stock 925394 I See footnote Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. These securities are held by The Alfred E. Mann Foundation for Scientific Research. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Each share of Series A preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series A preferred stock will automatically convert into 2.31660 shares of the Issuer's common stock. The Series A preferred stock has no expiration date. Each share of Series B-1 preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series B-1 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-1 preferred stock has no expiration date. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for John George Petrovich 2018-10-30 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                   POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Michael V. Williamson, Danny L. Dearen, and Michael A. Hedge,
signing singly, as the undersigned's true and lawful attorney-in-fact to:

        (1)  execute for and on behalf of the undersigned, in the
             undersigned's capacity as an officer and/or director of Axonics
             Modulation Technologies, Inc. (the "Company"), a Form ID and Forms
             3, 4 and 5 in accordance with Section 16(a) of the Securities
             Exchange Act of 1934, as amended, and the rules thereunder;

        (2)  do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form ID, 3, 4 or 5 and file such form with the
             United States Securities and Exchange Commission and any stock
             exchange or similar authority or organization; and

        (3)  take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by, the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of October 2018.


                                        /s/ John George Petrovich
                                        ----------------------------------------
                                        John George Petrovich