Item 5.03 Amendment to Articles of Incorporation of Bye-laws.
On February 17, 2020, the board of directors of Axovant Gene Therapies Ltd.
approved, and on February 19, 2020, the holder of a majority of our issued and
outstanding common shares approved, an amendment and restatement of our Second
Amended and Restated Bye-laws to be the Third Amended and Restated Bye-Laws,
which amends and restates the Second Amended and Restated Bye-laws to, among
(i) remove the provisions related to reducing the voting power of certain
U.S. persons holding, directly, indirectly or constructively, 9.5% or more of
the total voting power of our issued share capital;
(ii) remove the provisions which prohibited certain transactions between us
and interested shareholders unless approved by our board of directors and a
supermajority of shareholders; and
(iii) make certain other administrative changes.
The above description is only a summary and is qualified in its entirety by
reference to the full text of the Third Amended and Restated Bye-Laws, a copy of
which is provided in Appendix A to the Definitive Information Statement on DEF
14C filed with the Securities and Exchange Commission on March 2, 2020.
The effective date of the adoption of the Third Amended and Restated Bye-laws is
March 22, 2020.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Third Amended and Restated Bye-laws (incorporated by reference to
Appendix A to the Definitive Information Statement on DEF 14C filed with
the Securities and Exchange Commission on March 2, 2020).
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