Document

As filed with the Securities and Exchange Commission on August 11, 2020  Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AXOVANT GENE THERAPIES LTD.
(Exact name of registrant as specified in its charter)
Bermuda98-1333697
(State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification No.)
Suite 1, 3rd Floor
11-12 St. James’s Square
London, SW1Y 4LB
United Kingdom
Not Applicable
(Address of principal executive office)(Zip Code)
Amended and Restated 2015 Equity Incentive Plan
(Full title of the plans)
Corporation Service Company
2711 Centerville Road
Wilmington, DE 19808
(866) 846-8765
(Name, address and telephone number, including area code, of agent for service)
Copies to:

John T. McKenna
Alison A. Haggerty
David Nassif
Chief Financial Officer
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94303
(650) 843-5000
Axovant Sciences, Inc.
11 Times Square, 33rd Floor
New York, NY 10018
(212) 271-5392
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 7(a)(2)(B) of the Securities Act.


        


CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered (1)
Proposed Maximum
Offering
Price per Share (3)
Proposed Maximum
Aggregate
Offering Price (3)
Amount of
Registration Fee
Common Shares, $0.00001 par value per share
2,492,246 shares (2)
$3.01$7,501,660.46$973.72
(1) 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 Gene Therapies 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.
(2) Represents an automatic increase equal to 4% of the total number of Common Shares outstanding on March 31st of the two preceding fiscal years to the aggregate number of Common Shares reserved for issuance under, and which annual increase is provided by, the 2015 Plan.
(3) 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 $3.01, which is the average of the high and low prices of the Common Shares as reported on the Nasdaq Global Select Market on August 7, 2020.



        


REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Axovant Gene Therapies Ltd. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 2,492,246 additional Common Shares under the 2015 Plan, all of which were added pursuant to the provisions of the 2015 Plan that provided for an automatic increase in the number of Common Shares reserved and available for issuance under the 2015 Plan on April 1, 2019 and 2020.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8, filed with the Commission on August 16, 2018 (Registration No. 333-226877), August 22, 2017 (Registration No. 333-220089), December 30, 2016 (Registration No. 333-215386) and August 11, 2015 (Registration No. 333-206300). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.





PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) 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), on August 22, 2017 (Registration No. 333-220089) and on August 16, 2018 (Registration No. 333-226877).
(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the Commission on June 10, 2020.
(c) The Registrant’s Quarterly Report on Form 10-Q for the three months ended June 30, 2020, filed with the Commission on August 11, 2020.

(d)  The Registrant’s Current Reports on Form 8-K filed with the Commission on April 20, 2020, April 24, 2020 and April 29, 2020.

(e) 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.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (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) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.




EXHIBITS
Item 8. Exhibits
Incorporated by Reference
Exhibit
Number

Description
Schedule/FormFile No.ExhibitFiling Date
3.1S-1333-2040733.105/11/2015
3.2S-1333-2040733.205/11/2015
3.38-K001-374183.103/26/2020
5.1*
10.18-K001-3741810.108/22/2017
10.2S-1/A333-20407310.205/22/2015
10.3S-1/A333-20407310.305/22/2015
23.1*
23.2*
24.1*
* Filed herewith.





SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 11, 2020.
AXOVANT GENE THERAPIES LTD.
By:/s/ David Nassif
David Nassif
Principal Financial and Accounting Officer

POWER OF ATTORNEY

Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Pavan Cheruvu, M.D. and David Nassif, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
TitleDate
/s/ Pavan Cheruvu
Principal Executive Officer and DirectorAugust 11, 2020
Pavan Cheruvu
/s/ David Nassif
Principal Financial and Accounting OfficerAugust 11, 2020
David Nassif
/s/ Frank Torti
ChairpersonAugust 11, 2020
Frank Torti
/s/ Berndt Modig
DirectorAugust 11, 2020
Berndt Modig
/s/ Ilan Oren
DirectorAugust 11, 2020
Ilan Oren
/s/ Atul Pande
DirectorAugust 11, 2020
Atul Pande
/s/ Senthil Sundaram
DirectorAugust 11, 2020
Senthil Sundaram
/s/ Eric Venker
DirectorAugust 11, 2020
Eric Venker

Document


Exhibit 5.1

August 11, 2020
Matter No.:350676
Doc Ref: 17701395

+1 441 298 7861
robert.alexander@conyersdill.com
Axovant Gene Therapies Ltd.
Suite 1, 3rd Floor
11-12 St. James’s Square
London SW1Y 4LB
United Kingdom

Dear Sirs,

Re: Axovant Gene Therapies Ltd. (the "Company")

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2020 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 2,492,246 common shares par value US$0.00001 per share (the “Common Shares”), issuable pursuant to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the Company’s memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Secretary of the Company on August 15, 2017, minutes of a meeting of the Company’s board of directors held on 19 May 2015, a certified extract of minutes of a meeting of the Company’s board of directors held on 1 June 2017 and written resolutions dated 18 March 2015 and 19 May 2015 (together, the “Resolutions”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us; (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any
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implication in relation to the opinions expressed herein; (f) that there is no provision of any “Stock Award Agreement”, “Other Stock Award Agreement”, “Restricted Stock Award Agreement”, or “Restricted Stock Unit Award Agreement” (as defined in the Plan) which would have any implication in relation to the opinions expressed herein; (g) that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; (h) that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued voting ordinary shares; and (i) that the Common Shares will be listed on an appointed stock exchange (as defined in the Companies Act 1981, as amended, which includes the New York Stock Exchange and NASDAQ).

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

“Non-assessability” is not a legal concept under Bermuda law, but when we describe the Common Shares herein as being “non-assessable” we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the Common Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the Constitutional Documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Common Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.

On the basis of, and subject to, the foregoing, we are of the opinion that:

1.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).

2.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).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.


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Yours faithfully,



/s/ Conyers Dill & Pearman Limited


Conyers Dill & Pearman Limited

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Document



Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2015 Equity Incentive Plan of Axovant Gene Therapies of our report dated June 9, 2020, with respect to the consolidated financial statements of Axovant Gene Therapies Ltd. included in its Annual Report (Form 10-K) for the year ended March 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

August 11, 2020
Iselin, New Jersey

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