Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Other Events

Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Other Events

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Item 8.01 Other Events

On April10, 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 Registrants 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 April17, 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 FormS-3 (Registration Statement
No.333-215387), previously filed with the Securities and Exchange
Commission (SEC) and declared effective by the SEC on January13,
2017.

The underwriting agreement is attached as Exhibit1.1 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 Exhibit5.1 hereto.

The disclosures on this Current Report on Form8-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.

ExhibitNo.

Description

1.1

Underwriting Agreement, dated April10, 2017.

5.1

Opinion of Conyers Dill Pearman Limited.

99.1

Consent of Conyers Dill Pearman Limited (included in
Exhibit5.1).


About Axovant Sciences Ltd. (NYSE:AXON)

Axovant Sciences Ltd., formerly Roivant Neurosciences Ltd., is a clinical-stage biopharmaceutical company focused on acquiring, developing and commercializing therapeutics for the treatment of dementia. The Company focuses on developing a pipeline of product candidates to address the cognitive, functional and behavioral aspects of dementia and related neurological disorders. The Company’s focus is to develop its lead product candidate, Intepirdine, which is a selective 5-hydroxytryptamine 6 (5-HT6) receptor antagonist for the treatment of Alzheimer’s disease and dementia with Lewy bodies (DLB). The Company also focuses on developing its second product candidate, Nelotanserin, which is a selective 5-HT2A receptor inverse agonist for the treatment of visual hallucinations in patients with DLB and rapid eye movement (REM) behavior disorder (RBD) in patients with DLB.

Axovant Sciences Ltd. (NYSE:AXON) Recent Trading Information

Axovant Sciences Ltd. (NYSE:AXON) closed its last trading session down -0.45 at 19.80 with 1,613,667 shares trading hands.

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