Bermuda
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98-1333697
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Suite 1, 3
rd
Floor
11-12 St. James’s Square
London, SW1Y 4LB
United Kingdom
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Not Applicable
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(Address of principal executive office)
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(Zip Code)
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Frank F. Rahmani
John T. McKenna
Alison A. Haggerty
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94303
(650) 843-5000
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Gregory Weinhoff
Chief Financial Officer
Axovant Sciences, Inc.
11 Times Square, 33rd Floor
New York, NY 10018
(212) 271-5392
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Large Accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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x
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per share
(3)
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Proposed
maximum
aggregate
offering price
(3)
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Amount of
registration fee
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Common Shares, $0.00001 par value per share
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4,311,522 shares
(2)
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$2.04
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$8,795,504.88
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$1,095.04
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional common shares of the Registrant (“Common Shares”) that become issuable under the Axovant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Common Shares.
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(2)
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Represents an automatic increase equal to 4% of the total number of Common Shares outstanding on March 31st of the preceding fiscal year to the aggregate number of Common Shares reserved for issuance under, and which annual increase is provided by, the 2015 Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The offering price per share and the aggregate offering price are based upon $2.04, which is the average of the high and low prices of the Common Shares as reported on the Nasdaq Global Select Market on August 13, 2018.
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(a)
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The contents of the Registrant’s Registration Statements on Form S-8, filed with the Commission on August 11, 2015 (Registration No. 333-206300), on December 30, 2016 (Registration No. 333-215386) and on August 22, 2017 (Registration No. 333-220089).
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(b)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed with the Commission on June 11, 2018.
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(c)
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The information specifically incorporated by reference into the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2018 from the Registrant's definitive proxy statement on Schedule 14A (other than information furnished rather than filed), filed with the Commission on July 24, 2018.
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(d)
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All other reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since March 31, 2018 (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items).
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(e)
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The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on September 5, 2017 (File No. 001-37418) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
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Incorporated by Reference
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Exhibit
Number
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Description of Document
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Schedule/Form
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File No.
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Exhibit
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Filing Date
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3.1
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S-1
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333-204073
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3.1
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05/11/2015
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3.2
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S-1
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333-204073
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3.2
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05/11/2015
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3.3
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8-K
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001-37418
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3.1
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12/21/2017
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5.1*
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10.1
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8-K
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001-37418
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10.1
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08/22/2017
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10.2
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S-1/A
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333-204073
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10.2
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05/22/2015
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10.3
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S-1/A
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333-204073
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10.3
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05/22/2015
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23.1*
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23.2*
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23.3*
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24.1*
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AXOVANT SCIENCES LTD.
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By:
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/s/ Gregory Weinhoff
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Gregory Weinhoff
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Principal Financial and Accounting Officer
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Signature
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Title
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Date
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/s/ Pavan Cheruvu
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Principal Executive Officer
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August 16, 2018
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Pavan Cheruvu
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/s/ Gregory Weinhoff
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Principal Financial and Accounting Officer
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August 16, 2018
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Gregory Weinhoff
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/s/ Vivek Ramaswamy
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Director
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August 16, 2018
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Vivek Ramaswamy
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/s/ Berndt Modig
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Director
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August 16, 2018
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Berndt Modig
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/s/ Atul Pande
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Director
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August 16, 2018
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Atul Pande
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/s/ Roger Jeffs
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Director
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August 16, 2018
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Roger Jeffs
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/s/ George Bickerstaff
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Director
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August 16, 2018
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George Bickerstaff
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/s/ Ilan Oren
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Director
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August 16, 2018
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Ilan Oren
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1.
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The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
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2.
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When issued and paid for in accordance with the terms of the Plan the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
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