SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2020
Axovant Gene Therapies Ltd.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): +1 833 296 8268
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered pursuant to Section 12(b) of the Act:
Title of each Class
Name of each exchange on which registered
Common Shares, par value $0.00001 per share
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
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 13(a) of the Exchange Act. ☒
Item 7.01 Regulation FD Disclosure.
On November 10, 2020, Axovant Gene Therapies Ltd. (the "Registrant") announced its name change to Sio Gene Therapies Inc., effective November 13, 2020.
A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The disclosures set forth in this Item 7.01 and Exhibit 99.1 to this report are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AXOVANT GENE THERAPIES LTD.
November 10, 2020
/s/ David Nassif
Principal Financial Officer and Principal Accounting Officer, General Counsel
AXOVANT GENE THERAPIES ANNOUNCES NAME CHANGE TO SIO GENE THERAPIES
–Rebranding to Sio Gene Therapies to reflect an independent company with a scientific strategy focused on disease-modifying and curative genetic medicines
–Company’s common stock will trade on the NASDAQ under new ticker “SIOX” effective November 13, 2020
NEW YORK, NY, November 10, 2020 (GLOBE NEWSWIRE) - Axovant Gene Therapies Ltd. (NASDAQ: AXGT), a clinical-stage gene therapy company developing innovative gene therapies for neurodegenerative diseases, today announced it will change its name to Sio Gene Therapies, Inc., effective November 13, 2020. In connection with the name change, the company’s ticker will change to “SIOX” and will be effective at market open on November 13, 2020, along with the company’s new corporate website at www.siogtx.com. The former ticker “AXGT” will remain effective through market close on November 12, 2020. SIOX will ring the Nasdaq Closing Bell at 4:00 pm ET on Monday, November 16, 2020.
“Since its inception, Axovant has undergone transformations in its vision, portfolio strategy, ownership, and corporate structure,” said Pavan Cheruvu, M.D., Chief Executive Officer at Axovant. “From our management team and Board of Directors to our gene therapy pipeline and R&D capabilities, the Axovant Gene Therapies of today is very different from the small molecule development company it was just a few years ago. As a newly independent company, we are proud to share our identity, Sio Gene Therapies, which reflects our scientific vision to develop disease-modifying and curative genetic medicines. ‘Sio’ represents a new beginning for the company, our shareholders, and most importantly, the patients we serve.”
Dr. Cheruvu continued, “Our company develops genetic medicines for devastating disorders – ranging from our potentially curative AAV-based pipeline for monogenic pediatric diseases, in which young children can expect to live only a few years, to AXO-Lenti-PD for Parkinson’s disease, a condition that affects many millions of patients globally and where gene therapy may have the ability to slow progressive worsening in disability and quality of life. As we write the first chapter of Sio’s story, we look forward to sharing additional portfolio updates as we deliver on our goal of liberating patients from debilitating diseases through the transformational power of gene therapy.”
In conjunction with the corporate rebrand, the company has established a majority independent Board of Directors and is in the process of its redomiciliation from a Bermuda to a Delaware corporation (“the Redomiciliation”).
No action is required by stockholders in connection with the corporate name change and Redomiciliation. The Company’s common stock has been assigned a new CUSIP number of 829399 104. The number of outstanding shares of the Company’s common stock is also not affected. In connection with the name change and Redomiciliation, the Company expects to make additional ordinary course filings with the U.S. Securities and Exchange Commission in connection with planned effectiveness of its S-4 Registration Statement related to the Redomiciliation and updating of its existing S-3 shelf registration statement (and related ATM program) and S-8 equity plan registration statement to reflect its new corporate name and jurisdiction of incorporation.
Axovant Gene Therapies is a clinical-stage gene therapy company focused on developing a pipeline of innovative product candidates for debilitating neurodegenerative diseases. Our current pipeline of gene therapy candidates targets GM1 gangliosidosis, GM2 gangliosidosis (also known as Tay-Sachs disease and Sandhoff disease), and Parkinson’s disease. Axovant is focused on accelerating product candidates into and through clinical trials with a team of experts in gene therapy development and through external partnerships with leading gene therapy organizations. For more information, visit www.axovant.com.
This press release contains forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. The use of words such as "will," "expect," "believe," "estimate," and other similar expressions are intended to identify forward-looking statements. For example, all statements Axovant makes regarding its corporate rebrand, its product development plans and expectations, its stated goal of liberating patients from debilitating diseases through gene therapy, and the expected timing of its name change and new ticker on Nasdaq. All forward-looking statements are based on estimates and assumptions by Axovant’s management that, although Axovant believes to be reasonable, are inherently uncertain. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that Axovant expected. Such risks and uncertainties include, among others, the impact of the Covid-19 pandemic on our operations, the initiation and conduct of preclinical studies and clinical trials; the availability of data from clinical trials; the development of a suspension-based manufacturing process; the scaling up of manufacturing, the expectations for regulatory submissions and approvals; the continued development of our gene therapy product candidates and platforms; Axovant’s scientific approach and general development progress; and the availability or commercial potential of Axovant’s product candidates. These statements are also subject to a number of material risks and uncertainties that are described in Axovant’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2020, as updated by its subsequent filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was made. Axovant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Axovant Gene Therapies Ltd.
Josephine Belluardo, Ph.D.