0000899243-18-027720.txt : 20181030 0000899243-18-027720.hdr.sgml : 20181030 20181030211416 ACCESSION NUMBER: 0000899243-18-027720 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181030 FILED AS OF DATE: 20181030 DATE AS OF CHANGE: 20181030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NeoMed Innovation V Ltd CENTRAL INDEX KEY: 0001722666 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 181148467 BUSINESS ADDRESS: STREET 1: 13, CASTLE STREET CITY: ST. HELIER STATE: Y9 ZIP: JE4 5UT BUSINESS PHONE: 44 1534 722787 MAIL ADDRESS: STREET 1: 13, CASTLE STREET CITY: ST. HELIER STATE: Y9 ZIP: JE4 5UT REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NeoMed Innovation V L.P. CENTRAL INDEX KEY: 0001721884 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 181148468 BUSINESS ADDRESS: STREET 1: 13, CASTLE STREET CITY: ST. HELIER STATE: Y9 ZIP: JE4 5UT BUSINESS PHONE: 44-1534-722787 MAIL ADDRESS: STREET 1: 13, CASTLE STREET CITY: ST. HELIER STATE: Y9 ZIP: JE4 5UT 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 0001722666 NeoMed Innovation V Ltd 13 CASTLE STREET ST. HELIER Y9 JE4 5UT JERSEY 0 0 1 0 0001721884 NeoMed Innovation V L.P. 13, CASTLE STREET ST. HELIER Y9 JE4 5UT JERSEY 0 0 1 0 Series A Preferred Stock Common Stock 451738 I By NeoMed Innovation V, L.P. Series B-1 Preferred Stock Common Stock 455610 I By NeoMed Innovation V, L.P. Series B-2 Preferred Stock Common Stock 243750 I By NeoMed Innovation V, L.P. Series C Preferred Stock Common Stock 369786 I By NeoMed Innovation V, L.P. 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. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. The shares are held of record by NeoMed Innovation V, L.P. ("NeoMed"). NeoMed Innovation V Limited is the general partner of NeoMed and has voting and dispositive power over the shares held by NeoMed. Erik Amble, Ph.D., who is a member of the Issuer's board of directors, is a director of NeoMed Innovation V Limited, and may be deemed to have voting and dispositive power over the shares held by NeoMed. Mr. Amble disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Mr. Amble is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his respective pecuniary interest therein. 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. Each share of Series B-2 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-2 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-2 preferred stock has no expiration date. Each share of Series C 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 C preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series C preferred stock has no expiration date. /s/Erik Amble, on behalf of NeoMed Innovation V Limited 2018-10-30 /s/Erik Amble, on behalf of NeoMed Innovation V, L.P. 2018-10-30