0001104659-15-046422.txt : 20150619 0001104659-15-046422.hdr.sgml : 20150619 20150619160322 ACCESSION NUMBER: 0001104659-15-046422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150616 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150619 DATE AS OF CHANGE: 20150619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Axovant Sciences Ltd. CENTRAL INDEX KEY: 0001636050 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37418 FILM NUMBER: 15942442 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 441-532-8833 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 FORMER COMPANY: FORMER CONFORMED NAME: Axovant Sciences, Inc. DATE OF NAME CHANGE: 20150324 FORMER COMPANY: FORMER CONFORMED NAME: Roivant Neurosciences Ltd. DATE OF NAME CHANGE: 20150309 8-K 1 a15-14405_18k.htm 8-K

 

 

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):  June 16, 2015

 

Axovant Sciences Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-37418

 

Not Applicable

(State or other jurisdiction of
incorporation)

 

(Commission File No.)

 

(I.R.S. Employer Identification No.)

 

Clarendon House
2 Church Street
Hamilton HM 11, Bermuda

 

Not Applicable

(Address of principal executive office)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  +1 (441) 295-5950

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.03              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective as of June 16, 2015, Axovant Sciences Ltd. (the “Registrant”) adopted amended and restated Bye-laws (the “Restated Bye-laws”) in connection with the closing of the Registrant’s initial public offering of its common shares (the “IPO”) effected pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-204073), as amended. The Registrant’s board of directors and sole shareholder previously approved the Restated Bye-laws to become effective immediately prior to and contingent upon the closing of the IPO.

 

A copy of the Restated Bye-laws is filed as Exhibit 3.4 hereto and is incorporated herein by reference.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

3.4(1)

 

Amended and Restated Bye-laws of the Registrant.

 

(1)                                     Previously filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204073), filed with the Commission on June 1, 2015, and incorporated herein by reference.

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Axovant Sciences Ltd.

 

 

 

 

 

 

 

Date: June 19, 2015

 

By:

/s/ Alan S. Roemer

 

 

 

Name:

Alan S. Roemer

 

 

 

Title:

Principal Financial and Accounting Officer

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.4(1)

 

Amended and Restated Bye-laws of the Registrant.

 

(1)                                     Previously filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204073), filed with the Commission on June 1, 2015, and incorporated herein by reference.