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): July 29, 2019
Axovant Gene Therapies Ltd.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-37418 | | 98-1333697 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ¨ | | 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:
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| Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares, $0.00001 par value 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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 29, 2019, Axovant Sciences, Inc., or ASI, a subsidiary of Axovant Gene Therapies Ltd., or Axovant, and Mathew Bazley mutually agreed to Mr. Bazley’s resignation from employment as General Counsel of Axovant and its affiliated entities effective September 1, 2019.
Mr. Bazley will transfer his responsibilities to David Nassif, JD, who joined as the Company’s Principal Financial Officer on July 1, 2019. The Company has no present intention to backfill the General Counsel position.
Pursuant to the terms of the Separation Agreement, and in exchange for a general release and certain other obligations, the Company will make the following payments to Mr. Bazley after his separation date: (a) 12 months of his current base salary, (b) 100% of his current annual target bonus and (c) reimbursement for COBRA coverage for a period of up to 12 months following his separation date.
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.
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| | | | AXOVANT GENE THERAPIES LTD. | |
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| Dated: | July 29, 2019 | | | | |
| | | | By: | /s/ David Nassif | |
| | | | Name: | David Nassif | |
| | | | Title: | Principal Financial Officer and Principal Accounting Officer | |
