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