Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June22, 2018, Axovant Sciences Ltd. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell the Company’s common shares having an aggregate offering price of up to $75,000,000 from time to time through an “at-the-market” equity offering program under which Cowen will act as the Company’s agent.
Under the Sales Agreement, the Company will set the parameters for the sale of the Company’s common shares, including the number of common shares to be issued, the time period during which sales are requested to be made, limitation on the number of common shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Cowen may sell the Company’s common shares by any method deemed to be an “at-the-market” offering as defined in Rule415 promulgated under the Securities Act of 1933, as amended, including without limitation sales made through The Nasdaq Global Select Market (“Nasdaq”) or on any other existing trading market for the Company’s common shares. Cowen will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rulesand regulations and the rulesof the Nasdaq. The Sales Agreement may be terminated by the Company upon five days’ notice to Cowen for any reason or by Cowen upon five days’ notice to the Company for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. Under the terms of the Sales Agreement, the Company may also sell its common shares to Cowen acting as principal for Cowen’s own account at prices agreed upon at the time of sale.
The Sales Agreement provides that Cowen will be entitled to compensation for its services in an amount up to 3% of the gross proceeds of any of the Company’s common shares sold under the Sales Agreement. The Company has no obligation to sell any of its common shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
The Company’s common shares sold under the Sales Agreement will be issued to the Company’s effective shelf registration statement on FormS-3 (File No.333-215387) and the base prospectus included therein, filed with the Securities and Exchange Commission (the “SEC”) on December30, 2016 and declared effective by the SEC on January13, 2017. On the date hereof, the Company will file a prospectus supplement with the SEC in connection with the offer and sale of the common shares to the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.
The legal opinion of Conyers Dill& Pearman Limited relating to the Company’s common shares being offered is filed as Exhibit5.1 to this Current Report on Form8-K.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such 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.