Item 8.01 Other Events.

Axovant Gene Therapies Ltd. previously entered into a sales agreement, or the Sales Agreement, on June 11, 2020, with SVB Leerink LLC, or SVB Leerink, to sell common shares from time to time through an "at-the-market" equity offering program under which SVB Leerink acts as our agent. We previously issued and sold approximately 6.2 million common shares for approximately $19.7 million in net proceeds under the Sales Agreement. On the date hereof, we filed a prospectus supplement, or the Prospectus Supplement, with the Securities and Exchange Commission, or the SEC, to sell additional common shares under the Sales Agreement having an aggregate offering price of up to $50,000,000.

Under the Sales Agreement, we will set the parameters for the sale of our common shares, including the number of common shares to be issued, the time period during which sales are requested to be made, limitation on the number of common shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, SVB Leerink may sell our common shares by any method deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Global Select Market, or the Nasdaq, or on any other existing trading market for our common shares. SVB Leerink will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the Nasdaq. The Sales Agreement may be terminated by us upon five days' notice to SVB Leerink for any reason or by SVB Leerink upon five days' notice to us for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in us. Under the terms of the Sales Agreement, we may also sell common shares to SVB Leerink acting as principal for SVB Leerink's own account at prices agreed upon at the time of sale.

The Sales Agreement provides that SVB Leerink will be entitled to compensation for its services in an amount equal to 3% of the gross proceeds of any common shares sold under the Sales Agreement. We have no obligation to sell any common shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.

Our common shares sold under the Sales Agreement will be issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-235889), including the Prospectus Supplement and the base prospectus included therein, which registration statement was originally filed with the SEC on January 10, 2020 and declared effective by the SEC on June 15, 2020.

The legal opinion of Conyers Dill & Pearman Limited relating to our common shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such 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.



Exhibit No.

  5.1           Opinion of Conyers Dill & Pearman Limited.

  23.1          Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).

104           Cover Page lnteractive Data File (embedded within the Inline XBRL document).

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