Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

 

 

Axovant Sciences Ltd.

(Name of Issuer)

Common Shares, $0.00001 par value

(Title of Class of Securities)

G0750W104

(CUSIP Number)

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue, New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 18, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G0750W104

 

1.		Names of Reporting Persons.   QVT Financial LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   105,952,381
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   105,952,381
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)   58.15%
14.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. G0750W104

 

1.		Names of Reporting Persons.   QVT Financial GP LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   105,952,381
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   105,952,381
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)   58.15%
14.		Type of Reporting Person (See Instructions)   OO

 

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CUSIP No. G0750W104

 

1.		Names of Reporting Persons.   QVT Financial Investment Cayman Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   105,952,381
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   105,952,381
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)   58.15%
14.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. G0750W104

 

1.		Names of Reporting Persons.   QVT Associates GP LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   105,952,381
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   105,952,381
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)   58.15%
14.		Type of Reporting Person (See Instructions)   OO

 

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This Amendment No. 3 (the Amendment) further amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2016, as amended by Amendment No. 1 thereto filed with the Commission on June 15, 2018, as amended by Amendment No. 2 thereto filed with the Commission on December 20, 2018 (as amended through Amendment No. 2, the Schedule 13D), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

As shareholders of Roivant Sciences Ltd. (Roivant), the Reporting Persons are filing this Amendment to report the closing on March 18, 2019 of the Issuers offering, in which Roivant purchased 6,666,667 Common Shares from the underwriters at a purchase price of $1.50 per share. The Reporting Persons may be deemed to have dispositive power over and, therefore, beneficial ownership of, the Common Shares acquired by Roivant by virtue of governance arrangements in Roivants bye-laws. The Reporting Persons do not directly own any Common Shares and are not party to any agreement with the Issuer.

 

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a)-(c) This Schedule 13D is filed by QVT Financial LP, a Delaware limited partnership (QVT Financial), QVT Financial GP LLC, a Delaware limited liability company, QVT Financial Investment Cayman Ltd. (the Fund), a Cayman Islands limited company, and QVT Associates GP LLC, a Delaware limited liability company (collectively, the Reporting Persons).

The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC are located at 444 Madison Avenue, 21^st Floor, New York, New York 10022. The registered office of the Fund is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. QVT Financial GP LLC is the general partner of QVT Financial, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by QVT Financial. QVT Financials principal business is investment management, and it may be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund. QVT Financial has the power to direct the vote and disposition of securities held by the Fund. QVT Associates GP LLC, as general partner of certain other funds managed by QVT Financial LP, may also be deemed to beneficially own the Common Shares reported as beneficially owned herein.

Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. Messrs. Gold, Brumm, Chu and Fu are referred to collectively herein as the Covered Persons. The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.

(d) During the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).

(e) During the last five years, none of the Reporting Persons nor any of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons. Each of the Covered Persons is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

105,952,381 Common Shares reported herein are directly owned by Roivant. The Issuer, prior to its initial public offering on June 11, 2015, was a wholly-owned subsidiary of Roivant.

On March 18, 2019, upon the closing of the Issuers underwritten public offering of Common Shares conducted pursuant to a registration statement on Form S-3 (the Offering), Roivant purchased 6,666,667 Common Shares from the underwriters of the Offering at the public offering price of $1.50 per share. Roivant purchased the Common Shares using cash on hand.

To the extent required by Item 3, the information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.

 

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Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

All percentages referred to on the cover pages are determined using a denominator of 182,194,438 Common Shares outstanding, as reported in the Issuers prospectus supplement for the Offering filed with the SEC pursuant to Rule 424(b)(5) under the Act on March 15, 2019.

QVT Financial has the power to direct the vote and disposition of the investments held by the Fund and certain other funds managed by QVT Financial. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 105,952,381 Common Shares, consisting of the Common Shares owned by Roivant.

QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares reported by QVT Financial. QVT Associates GP LLC, as general partner of certain other funds managed by QVT Financial LP, may also be deemed to beneficially own the Common Shares reported as beneficially owned herein, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 105,952,381 Common Shares.

Each of the Covered Persons and Reporting Persons disclaims beneficial ownership of the Common Shares owned by Roivant.

(c) Other than as disclosed herein, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 19, 2019

 

QVT FINANCIAL LP				QVT FINANCIAL INVESTMENT CAYMAN LTD.
By:		QVT Financial GP LLC, its General Partner
By:		/s/ Daniel Gold		By:		/s/ Daniel Gold
		Name: Daniel Gold Title: Managing Member				Name: Daniel Gold Title: Director
By:		/s/ Tracy Fu
		Name: Tracy Fu Title: Managing Member
QVT FINANCIAL GP LLC				QVT ASSOCIATES GP LLC
By:		/s/ Daniel Gold		By:		/s/ Daniel Gold
		Name: Daniel Gold Title: Managing Member				Name: Daniel Gold Title: Managing Member
By:		/s/ Tracy Fu		By:		/s/ Tracy Fu
		Name: Tracy Fu Title: Managing Member				Name: Tracy Fu Title: Managing Member

 

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