Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Other Events
Item 8.01 Other Events.

On March13, 2019, Axovant Sciences Ltd. entered into an underwriting agreement with Jefferies LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein, relating to the issuance and sale of 26,666,667 of our common shares, or the Offering, at a price to the public of $1.50 per share. We also granted the underwriters a 30-day option to purchase up to 4,000,000 additional common shares. The gross proceeds from the Offering, excluding the exercise by the underwriters of their 30-day option to purchase additional common shares, are expected to be $40,000,000 before deducting underwriting discounts and commissions and offering expenses. The Offering is scheduled to close on March18, 2019, subject to customary closing conditions.

The underwriting agreement contains customary representations, warranties, covenants and agreements by Axovant, indemnification obligations of Axovant 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, or the 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