Item 2.02 Results of Operations and Financial Condition.



On January 31, 2022, Sio Gene Therapies Inc. (the "Registrant") issued a press
release announcing, among other things, estimated cash and cash equivalents of
approximately $82 million as of December 31, 2021. The estimate is based on
currently available information and does not present all necessary information
for a complete understanding of the Registrant's financial condition as of
December 31, 2021 or its results of operations for the quarter ended December
31, 2021.

A copy of this press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference. The disclosures set forth in this Item 2.02
and Exhibit 99.1 to this report are furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or subject to the liabilities of that section. The information contained in this
Item 2.02 and Exhibit 99.1 to this report shall not be deemed incorporated by
reference into any other filing with the Securities and Exchange Commission made
by the Registrant, whether made before or after the date hereof, regardless of
any general incorporation language in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Pavan Cheruvu, M.D., as Chief Executive Officer and Director



On January 26, 2022, Pavan Cheruvu, the Registrant's Chief Executive Officer and
a member of its board of directors, notified the Registrant of his intention to
resign from all positions at the Registrant and its subsidiaries, including as a
director and the Registrant's Chief Research and Development Officer, effective
as of January 31, 2022 (the "Effective Date"). Following the Effective Date, Dr.
Cheruvu has agreed to assist with the executive transition as a non-executive
employee through February 15, 2022 (the "Departure Date"). Dr. Cheruvu will be
entitled to any unpaid base salary amounts accrued through the Effective Date
but will not receive any severance benefits under his employment agreement with
the Registrant, dated November 4, 2019. Dr. Cheruvu's outstanding equity awards
will cease to vest on the Departure Date. When available, the Registrant will
disclose any additional compensatory or other arrangements in connection with
Dr. Cheruvu's resignation in an amendment to this report or in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 31, 2021. Dr.
Cheruvu's decision to resign was not a result of any disagreement with the
Registrant on any matter relating to its operations, policies or practices.

Appointment of David Nassif as Interim Chief Executive Officer and Director



In connection with Dr. Cheruvu's resignation, the Registrant appointed David
Nassif, its current Chief Financial and Accounting Officer and General Counsel,
as Interim Chief Executive Officer and a member of its board of directors,
effective as of the Effective Date. Mr. Nassif's existing employment agreement
with the Registrant, dated November 4, 2019, will remain in effect, except that
the Registrant's board of directors has approved an increase in Mr. Nassif's (i)
annual base salary to $568,600, pro-rated for Mr. Nassif's service as Interim
Chief Executive Officer, and (ii) cash bonus target, which will be 50% of Mr.
Nassif's annual base salary including a pro-rated amount for Mr. Nassif's
service as Interim Chief Executive Officer. A copy of Mr. Nassif's existing
employment agreement was filed as Exhibit 10.2 to the Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission on November
8, 2019. When available, the Registrant will disclose any additional
compensatory arrangements in connection with Mr. Nassif's appointment as its
Interim Chief Executive Officer in an amendment to this report or in the
Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31,
2021.

Mr. Nassif has served as the Registrant's Chief Financial and Accounting
Officer, General Counsel since July 2019, and has more than 25 years of life
sciences industry experience in executive financial management roles in
development-stage, commercial-stage, public and private companies. Prior to
joining the Registrant, he served as Executive Vice President and Chief
Financial Officer of SteadyMed, Ltd., a specialty pharmaceutical company, from
March 2013 (first as a financial consultant and commencing March 2015 on a
full-time basis) until June 2019. From May 2011 through September 2014, Mr.
Nassif served as the President and Chief Financial Officer of Histogen, Inc., a
regenerative medicine company, where he also oversaw manufacturing and quality
systems. From May 2007 to February 2010, Mr. Nassif served as the Executive Vice
President and Chief Financial Officer of Zogenix, Inc., a CNS-focused specialty
pharmaceutical company. Previously, Mr. Nassif served as the Executive Vice
President, Chief Financial Officer, General Counsel and Head of Business
Development at Amphastar Pharmaceuticals, a generic and specialty pharmaceutical
company, and also held various positions with Cypros Pharmaceuticals, where he
was instrumental in its merger with Ribogene, Inc. to form Questcor
Pharmaceuticals, Inc. Mr. Nassif received a B.Sc. in Finance and Management
Information Systems from the University of Virginia with honors and a J.D. from
the University of Virginia School of Law. The Registrant believes that Mr.
Nassif's extensive experience in leadership roles at biopharmaceutical companies
qualifies him to serve on its board of directors.

--------------------------------------------------------------------------------

There is no arrangement or understanding between Mr. Nassif and any other person
pursuant to which he was appointed as the Registrant's Interim Chief Executive
Officer and a member of its board of directors, and there is no family
relationship between Mr. Nassif and any of the Registrant's directors or other
executive officers. There are no transactions to which the Registrant or any of
its subsidiaries is a party and in which Mr. Nassif has a direct or indirect
material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On January 31, 2022, the Registrant issued a press release announcing, among other things, clinical program updates and its Chief Executive Officer transition.



A copy of this press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference. The disclosures set forth in this Item 7.01
and Exhibit 99.1 to this report are furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or subject to the liabilities of that section. The information contained in this
Item 7.01 and Exhibit 99.1 to this report shall not be deemed incorporated by
reference into any other filing with the Securities and Exchange Commission made
by the Registrant, whether made before or after the date hereof, regardless of
any general incorporation language in such filing.

Item 8.01 Other Events.

On January 31, 2022, the Registrant provided the following updates regarding clinical program status and strategic priorities:

•AXO-AAV-GM1


•Ten patients across all pediatric subtypes of GM1 gangliosidosis have received
AXO-AAV-GM1 gene therapy to-date. The data have demonstrated a favorable risk:
benefit profile and a dose-dependent improvement in key biomarkers of disease
activity (?-galactosidase enzyme activity in the serum and GM1 ganglioside
activity in the cerebrospinal fluid) across the low and high-dose cohorts
•Strategic Priorities:
?Calendar 1H 2022: Present a data update from Stage 1 of the Phase 1/2 study,
including a first look at Type I (early-infantile) patients treated in the
low-dose cohort and longer-term data from the Type II (late-infantile to
juvenile) patient cohort at future scientific conferences
?Calendar 2022: Intend to engage with the U.S Food and Drug Administration to
review Stage 1 data and discuss next steps for clinical development

•AXO-AAV-GM2


•Dosed first four patients in the Phase 1/2 trial investigating AXO-AAV-GM2 in
Tay-Sachs and Sandhoff diseases, including one patient at the starting dose and
three patients at the low dose
•Strategic Priorities:
•2022: Expect continued patient identification, screening, and enrollment in the
mid-dose cohort (n= ~3) of the dose-ranging trial

•AXO-Lenti-PD


•After a thorough analysis of the Parkinson's landscape, the Registrant is
deprioritizing its Parkinson's disease program due to several factors, including
resource requirements and development timelines to reach meaningful value
inflection for the program and an increasingly challenging market and regulatory
environment for Parkinson's disease
•The Registrant expects the rights to the program to revert back to Oxford
Biomedica (UK) Ltd. by March 31, 2022.



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Forward Looking Statements



This report contains forward-looking statements for the purposes of the safe
harbor provisions under The Private Securities Litigation Reform Act of 1995 and
other federal securities laws. The use of words such as "believe", "expect,"
"intend," "estimate," "may" and other similar expressions are intended to
identify forward-looking statements. For example, all statements the Registrant
makes regarding costs associated with its operating activities, funding
requirements and/or runway to meet its upcoming clinical milestones, expected
cash burn runway, expectations regarding licensing and commercial agreements,
and timing and outcome of its upcoming clinical and manufacturing milestones are
forward-looking. All forward-looking statements are based on estimates and
assumptions by the Registrant's management that, although the Registrant
believes to be reasonable, are inherently uncertain. All forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially from those that the Registrant expected. Such risks and
uncertainties include, among others, the impact of the Covid-19 pandemic on the
Registrant's operations; the actual funds and/or runway required for the
Registrant's clinical and product development activities and anticipated
upcoming milestones; actual costs related to the Registrant's clinical and
product development activities and the Registrant's need to access additional
capital resources prior to achieving any upcoming milestones; the initiation and
conduct of preclinical studies and clinical trials; the availability of data
from clinical trials; the occurrence of adverse safety events during our current
and future trials; the scaling up of manufacturing; the outcome of interactions
with regulatory agencies and expectations for regulatory submissions and
approvals; the continued development of our gene therapy product candidates and
platforms; the Registrant's's scientific approach and general development
progress; and the availability or commercial potential of the Registrant's's
product candidates. These statements are also subject to a number of material
risks and uncertainties that are described in the Registrant's's most recent
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 12, 2021, as updated by its subsequent filings with the Securities
and Exchange Commission. Any forward-looking statement speaks only as of the
date on which it was made. The Registrant undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

    Exhibit
    Number                                        Description of Document

     99.1               Press Release of Sio Gene Therapies Inc., dated

January 31, 2022, "Sio Gene


                      Therapies Announces Prioritization of Lead Gene

Therapy Programs in GM1 and GM2


                      Gangliosidosis, Extension of Cash Runway, and CEO

Transition"


      104             Cover Page Interactive Data File (embedded within the

Inline XBRL document)

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