Axovant Sciences Ltd.
Clarendon House, 2 Church Street
Hamilton HM11, Bermuda
June 8, 2015
VIA EMAIL AND EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jeffrey P. Riedler
Daniel Greenspan
Christina De Rosa
Re: Axovant Sciences Ltd.
Registration Statement on Form S-1
File No. 333-204073
Acceleration Request
Requested Date: | Wednesday, June 10, 2015 |
Requested Time: | 4:00 p.m., Eastern Daylight Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, Axovant Sciences Ltd. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective on June 10, 2015, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of John T. McKenna and Alison Haggerty of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
In connection with this request, the Registrant acknowledges that:
· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | ||
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| Axovant Sciences Ltd. | ||
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| By: | /s/ Vivek Ramaswamy | |
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| Name: | Vivek Ramaswamy |
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| Title: | Principal Executive Officer |
cc: Alan S. Roemer, Axovant Sciences, Inc.
Christine Mikail, Axovant Sciences, Inc.
Marianne L. Romeo, Axovant Sciences Ltd.
Frank F. Rahmani, Cooley LLP
John T. McKenna, Cooley LLP
Divakar Gupta, Cooley LLP
Alison Haggerty, Cooley LLP
Marc D. Jaffe, Latham & Watkins LLP
Nathan Ajiashvili, Latham & Watkins LLP
