On February 19, 2020, Axovant Gene Therapies
Ltd. entered into an underwriting agreement with SVB Leerink LLC, as representative of the several underwriters named therein,
relating to the issuance and sale of 14,031,336 of our common shares and, to a certain investor, pre-funded warrants, or the Warrants,
to purchase up to 3,301,998 common shares, or the Offering, at a price to the public of $3.75 per common share and $3.74999 per
Warrant. We also granted the underwriters a 30-day option to purchase up to 2,600,000 additional common shares. The gross proceeds
from the Offering, excluding the exercise by the underwriters of their 30-day option to purchase additional common shares, are
expected to be approximately $65.0 million, before deducting underwriting discounts and commissions and offering expenses. The
Offering is scheduled to close on February 24, 2020, subject to customary closing conditions.
The underwriting agreement contains customary
representations, warranties, covenants and agreements by us, indemnification obligations for us and the underwriters, including
for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the underwriting agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the underwriting agreement, and may be subject to limitations
agreed upon by the contracting parties.
The Offering is being made by means of a
prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (File No. 333-215387),
previously filed with the Securities and Exchange Commission and declared effective by the SEC on January 13, 2017.
The underwriting agreement is attached as
Exhibit 1.1 hereto, and the description of the terms of the underwriting agreement is qualified in its entirety by reference
to such exhibit. The form of Warrant is attached as Exhibit 4.1 hereto, and the description of the Warrants is qualified in its
entirety to such exhibit. Copies of the opinions of Conyers Dill & Pearman Limited and Cooley LLP relating to the legality
of the issuance and sale of the securities in the Offering are attached as Exhibits 5.1 and 5.2, respectively, hereto.
The disclosures on this Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.