8-K 1 a17-11115_48k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  April 10, 2017

 

Axovant Sciences Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-37418

 

98-1333697

(State or other jurisdiction of
incorporation)

 

(Commission File No.)

 

(I.R.S. Employer Identification No.)

 

20-22 Bedford Row
London, United Kingdom
WC1R 4JS

 

Not Applicable

(Address of principal executive office)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +44 203 318 9709

 

Clarendon House - 2 Church Street
Hamilton HM 11
Bermuda

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

 

 



 

Item 8.01                   Other Events

 

On April 10, 2017, Axovant Sciences Ltd. (the “Registrant”) entered into an underwriting agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Jefferies LLC as representatives of the several underwriters named therein, relating to the issuance and sale of 6,742,179 of the Registrant’s common shares (the “Offering”) at a price to the public of $18.54 per share. The Registrant also granted the underwriters a 30-day option to purchase up to 1,011,326 additional common shares. The gross proceeds to the Registrant from the Offering, including the exercise by the underwriters of their 30-day option to purchase additional common shares, are expected to be $143.7 million before deducting the underwriting discounts and commissions and offering expenses payable by the Registrant. The offering is scheduled to close on or about April 17, 2017, subject to customary closing conditions.

 

The underwriting agreement contains customary representations, warranties, covenants and agreements by the Registrant, indemnification obligations of the Registrant 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 the underwriting agreement, and may be subject to limitations agreed upon by the contracting parties.

 

The Offering is being made by means of a written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration Statement No. 333-215387), previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on January 13, 2017.

 

The underwriting agreement is attached as Exhibit 1.1 hereto, and the description of the terms of the underwriting agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Conyers Dill & Pearman Limited relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

 

The disclosures on this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated April 10, 2017.

 

 

 

5.1

 

Opinion of Conyers Dill & Pearman Limited.

 

 

 

99.1

 

Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Axovant Sciences Ltd.

 

 

 

 

 

 

 

 

Date: April 12, 2017

By:

/s/ Gregory Weinhoff

 

 

Name:

Gregory Weinhoff

 

 

Title:

Principal Financial Officer

 

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