8-K 1 axovant1127198-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2019
 
Axovant Gene Therapies Ltd.
(Exact name of registrant as specified in its charter)
 

Bermuda
 
001-37418
 
98-1333697
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

Suite 1, 3rd Floor
11-12 St. James’s Square
London SW1Y 4LB, United Kingdom
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): +44 203 997 8931
 

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
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Shares, par value $0.00001 per share
 
AXGT
 
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 ý
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. ý




Item 1.01
Entry into a Material Definitive Agreement.

On November 27, 2019, Axovant Gene Therapies Ltd. (the "Registrant"), together with certain of its wholly owned subsidiaries (the "Borrowers"), entered into a Third Amendment to Loan and Security Agreement (the "Third Amendment") with Hercules Capital, Inc. ("Hercules").

The Third Amendment revises certain provisions of the Loan and Security Agreement dated February 2, 2017 by and among the Borrowers and Hercules (the "Original Agreement"), as amended by each of (i) the First Amendment to Loan and Security Agreement dated May 24, 2017 by and among the Borrowers and Hercules, (ii) the Joinder Agreement dated July 21, 2017, (iii) the Second Amendment to Loan and Security Agreement dated September 22, 2017 by and among the Borrowers and Hercules, and (iv) the Joinder Agreement dated April 6, 2018 (together with the Original Agreement, the "Amended Loan Agreement"). In particular, the Third Amendment provides for a 9-month interest-only period commencing December 2019, as well as the elimination of the covenant to maintain a minimum cash balance, which was $30.0 million prior to the Third Amendment. In connection with the Third Amendment, the Borrowers prepaid 50%, or approximately $15.7 million, of outstanding principal due without penalty. No new securities or derivatives in the Registrant are being issued in connection with the Third Amendment.

The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment filed herewith as Exhibit 10.1 to this Current Report, which is incorporated herein by reference.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 8.01
Other Events.

On December 3, 2019, the Registrant issued a press release announcing the Third Amendment to the Loan and Security Agreement with Hercules. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.






SIGNATURE

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.
 
 
 
 
 
 
 
Dated:
December 3, 2019
 
 
 
 
 
 
 
By:
/s/ David Nassif
 
 
 
 
Name:
David Nassif
 
 
 
 
Title:
Principal Financial Officer and Principal Accounting Officer