8-A12B

DERMAVANT SCIENCES LTD.

Date: June 14, 2019

/s/ Todd Zavodnick

Name: Todd Zavodnick

Title: Principal Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Dermavant Sciences Ltd.

(Exact name of registrant as specified in its charter)


Bermuda		Not Applicable
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 1, 3rd Floor 11-12 St. James’s Square London SW1Y 4LB United Kingdom		Not Applicable
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of exchange on which each class is to be registered
Common Shares $0.00001 par value per share		The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which the form relates:

333-231757

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Item 1.

Description of Registrant’s Securities to be Registered.

Dermavant Sciences Ltd. (the “Registrant”) hereby incorporates by reference the description of its common shares, $0.00001 par value per share, to be registered hereunder set forth in the section titled “Description of Share Capital” in the Registrant’s Registration Statement on Form S-1 (File No. 333-231757), as originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 24, 2019, as subsequently amended (the “Registration Statement”), and in the related prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this Registration Statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.