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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Written communication 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))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Item 2.02. |
Results of Operations and Financial Condition.
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Item 9.01. |
Financial Statements and Exhibits.
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(d) |
Exhibits.
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Exhibit No.
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Description of Exhibit
|
|
Roivant Sciences Ltd. Press Release, dated August 8, 2024
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||
104
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Cover Page Interactive Data File (embedded with Inline XBRL document)
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ROIVANT SCIENCES LTD.
|
||
By:
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/s/ Matt Maisak
|
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Name:
|
Matt Maisak
|
|
Title:
|
Authorized Signatory
|
|
Dated: August 8, 2024
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• |
Immunovant completed enrollment in batoclimab pivotal myasthenia gravis (MG) trial; topline results and initiation of a potentially registrational program in MG for IMVT-1402 on track for fiscal
year end (March 31, 2025)
|
• |
Brepocitinib development in non-infectious uveitis (NIU) is progressing to Phase 3 following a successful end of Phase 2 meeting with the FDA
|
• |
Brepocitinib Phase 3 VALOR study enrollment in dermatomyositis (DM) is complete and on track to report topline data in 2H 2025; VALOR is the largest interventional DM trial ever conducted with 241
subjects enrolled across 90 sites on four continents
|
• |
VTAMA net product revenue was $18.4M for the first quarter ended June 30, 2024, with over 430,000 prescriptions written by approximately 16,000 unique prescribers since launch
|
• |
Roivant reported its consolidated cash, cash equivalents and restricted cash of $5.7B at June 30, 2024, following a $648M share repurchase announced in April 2024, and not including a $110M milestone payment received in August 2024 related to the previously
announced sale of Telavant, which closed in December 2023
|
• |
Immunovant: In August 2024, Immunovant announced completion
of enrollment in batoclimab pivotal MG trial.
|
• |
Priovant: In June 2024, Priovant completed an end of Phase
2 meeting with the FDA and will progress brepocitinib to a Phase 3 program in NIU; detailed trial design will be shared at a later date.
|
• |
Dermavant: For the first quarter ended June 30, 2024, Roivant reported VTAMA net product revenue of $18.4M. As of July 2024, over
430,000 VTAMA prescriptions have been written by approximately 16,000 unique prescribers for psoriasis. VTAMA is covered for over 141M US commercial lives, including coverage by all three of the top
pharmacy benefit managers.
|
• |
Genevant: In August 2024, the parties requested an amended
case schedule in Genevant’s and Arbutus’s lawsuit against Moderna in order for Moderna to accommodate certain outstanding discovery requests. If the Court approves the request, the trial will begin in September 2025.
|
• |
Roivant: Roivant reported its consolidated cash, cash equivalents and restricted cash of $5.7B at June 30, 2024, following a $648M share repurchase announced in April 2024, and not including a $110M milestone payment
received in August 2024 related to the previously announced sale of Telavant, which closed in December 2023.
|
• |
Dermavant expects PDUFA action for VTAMA in atopic
dermatitis in the fourth quarter of calendar year 2024.
|
• |
Kinevant plans to report topline data from
the ongoing Phase 2 trial of namilumab for the treatment of sarcoidosis in the fourth quarter of calendar year 2024.
|
• |
Priovant plans to report topline data from
the ongoing Phase 3 trial of brepocitinib in DM in the second half of calendar year 2025 and to initiate a Phase 3 program for brepocitinib in NIU in the second half of calendar year 2024.
|
• |
Immunovant plans to have initiated 4-5 potentially registrational programs by March 31, 2025, and plans to have initiated studies in a total of 10 indications by March 31, 2026, for IMVT-1402. In pursuit of this goal,
Immunovant expects to have at least 3 IND applications active by the end of calendar year 2024. Detailed results from the batoclimab study in Graves’ disease (GD) and an overview of the development plan for IMVT-1402 in GD are expected in
the fall of 2024. Batoclimab topline data in MG are expected to be reported by March 31, 2025. Results from this trial are expected to inform a decision regarding next steps for batoclimab in MG.
Immunovant also expects to initiate a potentially registrational program in MG for IMVT-1402 by March 31, 2025. Initial data from period 1 of the batoclimab chronic
inflammatory demyelinating polyneuropathy (CIDP) trial and the trial design for IMVT-1402 in CIDP are both expected to be disclosed by March 31, 2025. Topline data from
the current pivotal program evaluating batoclimab in thyroid eye disease (TED) continue to be expected in the first half of calendar year 2025.
|
June 30, 2024
|
March 31, 2024
|
|||||||
Cash, cash equivalents and restricted cash
|
$
|
5,693,300
|
$
|
6,550,450
|
||||
Total assets
|
6,496,448
|
7,222,482
|
||||||
Total liabilities
|
601,162
|
773,953
|
||||||
Total shareholders’ equity
|
5,895,286
|
6,448,529
|
||||||
Total liabilities and shareholders’ equity
|
6,496,448
|
7,222,482
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues:
|
||||||||
Product revenue, net
|
$
|
18,367
|
$
|
16,659
|
||||
License, milestone and other revenue
|
36,765
|
4,965
|
||||||
Revenue, net
|
55,132
|
21,624
|
||||||
Operating expenses:
|
||||||||
Cost of revenues
|
3,978
|
4,214
|
||||||
Research and development (includes $11,009 and $7,953 of share-based compensation expense for the three months
ended June 30, 2024 and 2023, respectively)
|
133,208
|
125,133
|
||||||
Acquired in-process research and development
|
—
|
12,500
|
||||||
Selling, general and administrative (includes $39,144 and $41,192 of share-based compensation expense for the
three months ended June 30, 2024 and 2023, respectively)
|
148,519
|
156,190
|
||||||
Total operating expenses
|
285,705
|
298,037
|
||||||
Gain on sale of Telavant net assets
|
110,387
|
—
|
||||||
Loss from operations
|
(120,186
|
)
|
(276,413
|
)
|
||||
Change in fair value of investments
|
(15,226
|
)
|
7,564
|
|||||
Change in fair value of debt and liability instruments
|
(118,202
|
)
|
54,512
|
|||||
Interest income
|
(72,127
|
)
|
(16,715
|
)
|
||||
Interest expense
|
13,399
|
8,912
|
||||||
Other expense (income), net
|
1,825
|
(4,593
|
)
|
|||||
Income (loss) before income taxes
|
70,145
|
(326,093
|
)
|
|||||
Income tax expense
|
12,655
|
1,752
|
||||||
Net income (loss)
|
57,490
|
(327,845
|
)
|
|||||
Net loss attributable to noncontrolling interests
|
(37,807
|
)
|
(36,029
|
)
|
||||
Net income (loss) attributable to Roivant Sciences Ltd.
|
$
|
95,297
|
$
|
(291,816
|
)
|
|||
Net income (loss) per common share:
|
||||||||
Basic
|
$
|
0.13
|
$
|
(0.38
|
)
|
|||
Diluted
|
$
|
0.12
|
$
|
(0.38
|
)
|
|||
Weighted average shares outstanding:
|
||||||||
Basic
|
735,816,536
|
759,273,550
|
||||||
Diluted
|
781,627,601
|
759,273,550
|
Three Months Ended June 30,
|
|||||||||||
Note
|
2024
|
2023
|
|||||||||
Net income (loss)
|
$
|
57,490
|
$
|
(327,845
|
)
|
||||||
Adjustments:
|
|||||||||||
Cost of revenues:
|
|||||||||||
Amortization of intangible assets
|
(1)
|
2,350
|
2,370
|
||||||||
Share-based compensation
|
(2)
|
|
38
|
38
|
|||||||
Research and development:
|
|||||||||||
Share-based compensation
|
(2)
|
|
11,009
|
7,953
|
|||||||
Depreciation and amortization
|
(3)
|
|
694
|
1,489
|
|||||||
Selling, general and administrative:
|
|||||||||||
Share-based compensation
|
(2)
|
|
39,144
|
41,192
|
|||||||
Depreciation and amortization
|
(3)
|
|
1,839
|
1,980
|
|||||||
Gain on sale of Telavant net assets
|
(4)
|
|
(110,387
|
)
|
—
|
||||||
Other:
|
|||||||||||
Change in fair value of investments
|
(5)
|
|
(15,226
|
)
|
7,564
|
||||||
Change in fair value of debt and liability instruments
|
(6)
|
|
(118,202
|
)
|
54,512
|
||||||
Estimated income tax impact from adjustments
|
(7)
|
|
12
|
(732
|
)
|
||||||
Adjusted net loss (Non-GAAP)
|
$
|
(131,239
|
)
|
$
|
(211,479
|
)
|
Three Months Ended June 30,
|
|||||||||||
Note
|
2024
|
2023
|
|||||||||
Research and development expenses
|
$
|
133,208
|
$
|
125,133
|
|||||||
Adjustments:
|
|||||||||||
Share-based compensation
|
(2)
|
|
11,009
|
7,953
|
|||||||
Depreciation and amortization
|
(3)
|
|
694
|
1,489
|
|||||||
Adjusted research and development expenses (Non-GAAP)
|
$
|
121,505
|
$
|
115,691
|
Three Months Ended June 30,
|
|||||||||||
Note
|
2024
|
2023
|
|||||||||
Selling, general and administrative expenses
|
$
|
148,519
|
$
|
156,190
|
|||||||
Adjustments:
|
|||||||||||
Share-based compensation
|
(2)
|
|
39,144
|
41,192
|
|||||||
Depreciation and amortization
|
(3)
|
|
1,839
|
1,980
|
|||||||
Adjusted selling, general and administrative expenses (Non-GAAP)
|
$
|
107,536
|
$
|
113,018
|