0001140361-24-036642 | 10-Q | XBRL Viewer

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Share-Based Compensation

Note 10—Share-Based Compensation

(A) RSL Equity Incentive Plans

RSL has three equity incentive plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan, and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. At June 30, 2024, a total of 37,558,162 common shares were available for future grants under the RSL 2021 EIP.

Stock Options and Performance Stock Options

Activity for stock options and performance stock options under the RSL Equity Plans for the three months ended June 30, 2024 was as follows:

	Number of Options
Options outstanding at March 31, 2024		147,068,607
Granted		3,663,556
Exercised		(241,387	)
Options outstanding at June 30, 2024		150,490,776
Options exercisable at June 30, 2024		104,709,668

Restricted Stock Units and Performance Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2024 was as follows:

	Number of Shares
Non-vested balance at March 31, 2024		16,778,211
Granted		2,652,124
Vested		(2,225,415	)
Forfeited		(226,295	)
Non-vested balance at June 30, 2024		16,978,625

Capped Value Appreciation Rights

March 2020 CVAR Grants

As of June 30, 2024, 17,548,368 CVARs remain outstanding. These CVARs had met the service vesting condition as of June 30, 2024 but have not satisfied their applicable hurdle price on an applicable hurdle measurement date.

November 2021 CVAR Grants

Activity for CVARs granted in November 2021 under the RSL 2021 EIP for the three months ended June 30, 2024 was as follows:

	Number of CVARs
Non-vested balance at March 31, 2024		1,782,078
Vested		(290,968	)
Forfeited		(65,446	)
Non-vested balance at June 30, 2024		1,425,664

During the three months ended June 30, 2024, 290,968 common shares were issued upon their settlement.

(B) Subsidiary Equity Incentive Plans

Certain subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers, and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $17.5 million and $14.9 million for the three months ended June 30, 2024 and 2023, respectively, related to subsidiary EIPs.

Long-Term Debt, Funding Agreement with NovaQuest (Details) - USD ($) $ in Thousands			12 Months Ended		59 Months Ended	71 Months Ended
	May 31, 2024	Oct. 31, 2018	Mar. 31, 2026	Mar. 31, 2025	Mar. 31, 2029	Apr. 30, 2028	Jun. 30, 2024	Mar. 31, 2024	Aug. 31, 2018
Carrying Balance of Debt Issued [Abstract]
Less: current portion							$ (6,000)	$ (6,000)
Total long-term debt, net							82,369	204,371
NovaQuest Agreement Amendment [Member] \| Forecast [Member]
Funding Agreement with NovaQuest [Abstract]
Aggregate remaining milestone payment obligation					$ 122,500
Dermavant [Member] \| Funding Agreement with NovaQuest [Member]
Funding Agreement with NovaQuest [Abstract]
Face amount		$ 17,500							$ 100,000
Proceeds from issuance of debt		117,500
Maximum milestone payment obligation		$ 440,600
Cumulative payments							60,300
Carrying Balance of Debt Issued [Abstract]
Fair value of long-term debt							88,369	210,371
Less: current portion							(6,000)	(6,000)
Total long-term debt, net							$ 82,369	$ 204,371
Dermavant [Member] \| Funding Agreement with NovaQuest [Member] \| Forecast [Member]
Funding Agreement with NovaQuest [Abstract]
Frequency of periodic payment						quarterly
Periodic payment						$ 176,300
Debt instrument, term						6 years
Dermavant [Member] \| Funding Agreement with NovaQuest [Member] \| Maximum [Member]
Funding Agreement with NovaQuest [Abstract]
Debt instrument, term		15 years
Maximum milestone payment obligation									141,000
Right to offset of commercial milestones payment									$ 88,100
Dermavant [Member] \| Funding Agreement Amendment with NovaQuest [Member]
Funding Agreement with NovaQuest [Abstract]
Maximum milestone payment obligation eliminated	$ 141,000
Quarterly payment eliminated	176,300
Non-ownership fair value	$ 11,700
Non-ownership percentage	12.00%
Dermavant [Member] \| Funding Agreement Amendment with NovaQuest [Member] \| Forecast [Member]
Funding Agreement with NovaQuest [Abstract]
Milestone payment obligation fiscal years ending March 31, 2025				$ 6,000
Milestone payment obligation fiscal years ending March 31, 2026			$ 6,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ 57,490	$ (327,845)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation	50,191	49,260
Change in fair value of investments	(15,226)	7,564
Change in fair value of debt and liability instruments	(118,202)	54,512
Gain on sale of Telavant net assets	(110,387)	0
Depreciation and amortization	4,883	5,839
Non-cash lease expense	1,581	1,620
Other	5,576	(5,640)
Changes in assets and liabilities, net of effects from acquisition and divestiture:
Other current assets	(16,334)	(4,639)
Accounts payable	(25,267)	11,940
Accrued expenses	(37,584)	(49,960)
Operating lease liabilities	(1,816)	(2,009)
Other	12,266	9,426
Net cash used in operating activities	(192,829)	(249,932)
Cash flows from investing activities:
Purchase of property and equipment	(965)	(403)
Other	0	508
Net cash (used in) provided by investing activities	(965)	105
Cash flows from financing activities:
Repayment of debt by subsidiary	(1,500)	(7,344)
Payments on principal portion of finance lease obligations	(329)	(464)
Proceeds from exercise of the Company's and subsidiary stock options	2,271	21,028
Taxes paid related to net settlement of equity awards	(12,673)	(5,743)
Repurchase of common shares	(648,385)	0
Net cash (used in) provided by financing activities	(660,616)	7,477
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(2,740)	(117)
Net change in cash, cash equivalents and restricted cash	(857,150)	(242,467)
Cash, cash equivalents and restricted cash at beginning of period	6,550,450	1,692,115
Cash, cash equivalents and restricted cash at end of period	5,693,300	1,449,648
Non-cash investing and financing activities:
Dividend payable	0	6,000
Issuance of subsidiary shares in connection with Debt Renegotiation	11,647	0
Other	$ 113	$ (33)

Fair Value Measurements (Tables)

3 Months Ended

Jun. 30, 2024

Assets and Liabilities are Measured at Fair Value on Recurring Basis

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and March 31, 2024, by level, within the fair value hierarchy (in thousands):

	As of June 30, 2024								As of March 31, 2024
	Level 1		Level 2		Level 3		Balance as of June 30, 2024		Level 1		Level 2		Level 3		Balance as of March 31, 2024
Assets:
Money market funds	$	5,526,689	$	—	$	—	$	5,526,689	$	6,312,288	$	—	$	—	$	6,312,288
Investment in Datavant Class A units		—		—		142,940		142,940		—		—		147,526		147,526
Investment in Arbutus common shares		120,039		—		—		120,039		100,227		—		—		100,227
Total assets at fair value	$	5,646,728	$	—	$	142,940	$	5,789,668	$	6,412,515	$	—	$	147,526	$	6,560,041
Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	88,369	$	88,369	$	—	$	—	$	210,371	$	210,371
Liability instruments measured at fair value⁽¹⁾		—		—		26,887		26,887		—		—		25,737		25,737
Total liabilities at fair value	$	—	$	—	$	115,256	$	115,256	$	—	$	—	$	236,108	$	236,108

⁽¹⁾	At June 30, 2024, Level 3 includes the fair value of the Earn-Out Shares of $22.9 million and other liability instruments issued of $4.0 million. At March 31, 2024, Level 3 includes the fair value of the Earn-Out Shares of $22.0 million and other liability instruments issued of $3.7 million.

Changes in Fair Value of the Level 3 Assets

The changes in fair value of the Level 3 assets during the three months ended June 30, 2024 and 2023 were as follows (in thousands):

Balance at March 31, 2023	$	178,579
Changes in fair value of investment in Datavant, included in net loss		20,869
Balance at June 30, 2023	$	199,448

Balance at March 31, 2024	$	147,526
Changes in fair value of investment in Datavant, included in net income		(4,586	)
Balance at June 30, 2024	$	142,940

Changes in Fair Value of the Level 3 Liabilities

The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2024 and 2023 were as follows (in thousands):

Balance at March 31, 2023	$	241,291
Payments related to long-term debt		(7,344	)
Changes in fair value of debt and liability instruments, included in net loss		33,626
Balance at June 30, 2023	$	267,573

Balance at March 31, 2024	$	236,108
Payments related to long-term debt		(1,500	)
Issuance of subsidiary shares in connection with Debt Renegotiation		(11,750	)
Changes in fair value of debt and liability instruments, included in net income		(118,202	)
Changes in fair value of debt, included in accumulated other comprehensive loss		10,600
Balance at June 30, 2024	$	115,256

Earn-Out Shares [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Calculation Using Significant Unobservable Inputs

Significant unobservable inputs used to calculate the fair value of the Earn-Out Shares included the following:

	Point Estimate Used
Input	As of June 30, 2024		As of March 31, 2024
Volatility		63.1%		63.2%
Risk-free rate		4.66%		4.50%

Datavant [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Calculation Using Significant Unobservable Inputs

The fair value was calculated using significant unobservable inputs including the following:

	Point Estimate Used
Input	As of June 30, 2024		As of March 31, 2024
Volatility		100.0%		90.0%
Risk-free rate		5.03%		4.86%

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

Shareholders' Equity (Details) $ / shares in Units, $ in Millions	May 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Apr. 30, 2024 USD ($) $ / shares shares	Sep. 19, 2022 USD ($)
Shareholders' Equity [Abstract]
Commitment amount	$ 195.0
Liquidation preference, conversion rate	1.5
Common shares issued with aggregate fair value	$ 12.9
Percentage of issued and outstanding common and preferred shares	13.20%
Stock Repurchase Program [Member]
Shareholders' Equity [Abstract]
Common stock repurchase authorized amount			$ 1,500.0
Stock Repurchase Program [Member] \| Sumitomo Pharma Co. Ltd. [Member]
Shareholders' Equity [Abstract]
Number of shares repurchased (in shares) \| shares			71,251,083
Share price (in dollars per share) \| $ / shares			$ 9.1
Aggregate purchase price			$ 648.4
RSL [Member]
Shareholders' Equity [Abstract]
Contributed amount under commitment		$ 125.0
Cowen [Member] \| At-the-Market Equity Offering Program[Member]
Shareholders' Equity [Abstract]
Common shares aggregate offering price authorized				$ 400.0
Common shares aggregate offering price authorized, remaining capacity available		$ 400.0

Subsequent Events

3 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 16—Subsequent Events

In July 2024, the Compensation Committee of the Board of Directors approved a multi-year incentive compensation program for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Chief Operating Officer. The program primarily consists of two key components: (i) one-time cash retention awards and (ii) long-term equity incentive awards granted in the form of performance restricted stock units (“PSUs”) with both a performance- and a time-vesting component, time-vesting restricted stock units, and time-vesting stock options. The Company is evaluating the accounting for these awards and will include relevant disclosures in its Form 10-Q for the three months ending September 30, 2024.

A summary of the awards approved is as follows:

Executive	Title	Performance Restricted Stock Units (at max)			Restricted Stock Units		Stock Options		Cash Awards (in thousands)
Matthew Gline	Chief Executive Officer		14,450,000			2,754,821		—	$	5,725
Mayukh Sukhatme	President and Chief Investment Officer		17,000,000			1,836,547		—	$	80,550
Eric Venker	President and Chief Operating Officer		11,900,000	⁽¹⁾		204,000		409,000	$	7,465

⁽¹⁾	The Company entered into a letter agreement pursuant to which Dr. Venker may be granted these PSUs in the future, in the sole discretion of the Compensation Committee of the Board of Directors.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Rule 10b5-1 Trading Arrangements During the three months ended June 30, 2024, the officer listed below adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. On June 25, 2024, Eric Venker, our President, Chief Operating Officer, entered into a trading plan that provides for the sale of up to 2,381,883 common shares underlying stock options to purchase common shares. The plan will expire on September 23, 2025, subject to early termination for certain specified events set forth in the plan.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Sale [Member]
Trading Arrangements, by Individual
Expiration Date	September 23, 2025
Aggregate Available	2,381,883
Sale [Member] \| Eric Venker [Member]
Trading Arrangements, by Individual
Name	Eric Venker
Title	President, Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 25, 2024

Revenue (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2023
License, Milestone and Other Revenue [Abstract]
Revenue		$ 55,132	$ 21,624
License, Milestone and Other Revenue [Member]
License, Milestone and Other Revenue [Abstract]
Revenue		36,765	$ 4,965
Collaboration and License Agreement [Member] \| Dermavant [Member] \| Subsequent Event [Member]
License, Milestone and Other Revenue [Abstract]
Milestone payments received	$ 28,000
Collaboration and License Agreement [Member] \| License, Milestone and Other Revenue [Member] \| Dermavant [Member]
License, Milestone and Other Revenue [Abstract]
Revenue		$ 28,000

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Funding Agreement with NovaQuest [Member]

Certain Balance Sheet Components, Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024
Other Current Assets [Abstract]
Prepaid expenses	$ 57,282	$ 55,096
Trade receivables, net	79,791	53,545
Restricted Cash	5,409	5,367
Inventory	33,997	35,251
Income tax receivable	2,397	1,827
Interest receivable	22,646	27,441
Milestone receivable	110,387	0
Other	11,076	17,595
Total other current assets	$ 322,985	$ 196,122

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	(Accumulated Deficit) / Retained Earnings [Member]	Noncontrolling Interests [Member]	Total
Beginning balance at Mar. 31, 2023	$ 0	$ 4,933,137	$ (2,617)	$ (3,772,754)	$ 449,821	$ 1,607,587
Beginning balance (in shares) at Mar. 31, 2023	760,143,393
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments	$ 0	14,395	0	0	0	14,395
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments (in shares)	6,994,468
Subsidiary stock options exercised	$ 0	503	0	0	387	890
Cash contributions to majority-owned subsidiaries	0	(623)	0	0	623	0
Dividend declared by subsidiary	0	0	0	0	(6,000)	(6,000)
Share-based compensation	0	34,498	0	0	14,762	49,260
Change in fair value of debt due to change in subsidiary credit risk						0
Foreign currency translation adjustment	0	0	(3,993)	0	(155)	(4,148)
Net income (loss)	0	0	0	(291,816)	(36,029)	(327,845)
Ending balance at Jun. 30, 2023	$ 0	4,981,910	(6,610)	(4,064,570)	423,409	1,334,139
Ending balance (in shares) at Jun. 30, 2023	767,137,861
Beginning balance at Mar. 31, 2024	$ 0	5,396,492	(4,083)	576,172	479,948	6,448,529
Beginning balance (in shares) at Mar. 31, 2024	806,677,954
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments	$ 0	(11,147)	0	0	0	(11,147)
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments (in shares)	3,626,235
Issuance of subsidiary common shares, net	$ 0	11,647	0	0	0	11,647
Issuance of subsidiary common shares, net (in shares)	0
Subsidiary stock options exercised	$ 0	433	0	0	312	745
Cash contributions to majority-owned subsidiaries	0	(69)	0	0	69	0
Repurchase of common shares	$ 0	(648,385)	0	0	0	(648,385)
Repurchase of common shares (in shares)	(71,251,083)
Share-based compensation	$ 0	32,817	0	0	17,422	50,239
Change in fair value of debt due to change in subsidiary credit risk	0	0	(10,600)	0	0	(10,600)
Foreign currency translation adjustment	0	0	(3,265)	0	33	(3,232)
Net income (loss)	0	0	0	95,297	(37,807)	57,490
Ending balance at Jun. 30, 2024	$ 0	$ 4,781,788	$ (17,948)	$ 671,469	$ 459,977	$ 5,895,286
Ending balance (in shares) at Jun. 30, 2024	739,053,106

Long-Term Debt (Tables) - Dermavant [Member]

3 Months Ended

Jun. 30, 2024

Debt Instrument [Line Items]

Credit Facility with XYQ Luxco [Member]

The carrying balance of the debt issued to NovaQuest was as follows (in thousands):

	June 30, 2024			March 31, 2024
Fair value of long-term debt	$	88,369		$	210,371
Less: current portion		(6,000	)		(6,000	)
Total long-term debt, net	$	82,369		$	204,371

Debt Instrument [Line Items]

Revenue Interest Purchase and Sale Agreement with XYQ Luxco, NovaQuest [Member]

Outstanding debt obligations to XYQ Luxco were as follows (in thousands):

	June 30, 2024			March 31, 2024
Principal amount	$	40,000		$	40,000
Exit fee		5,000			5,000
Less: unamortized discount and debt issuance costs		(7,190	)		(7,514	)
Total debt, net		37,810			37,486
Less: current portion		—			—
Total long-term debt, net	$	37,810		$	37,486

Debt Instrument [Line Items]

The RIPSA carrying balance was as follows (in thousands):

	June 30, 2024			March 31, 2024
Carrying balance	$	201,410		$	198,810
Less: unamortized issuance costs		(3,873	)		(4,076	)
Total debt, net		197,537			194,734
Less: current portion		(6,000	)		(6,000	)
Total long-term debt, net	$	191,537		$	188,734

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Summary of Significant Accounting Policies [Abstract]

Long-Term Debt, Credit Facility with XYQ Luxco (Details) - USD ($) $ in Thousands	1 Months Ended
	May 31, 2021	Jun. 30, 2024	May 31, 2024	Mar. 31, 2024
Outstanding Debt Obligations [Abstract]
Total debt, net		$ 311,716		$ 430,591
Less: current portion		(12,000)		(12,000)
Dermavant [Member] \| Credit Facility with XYQ Luxco [Member]
Loan and Credit Agreements by Dermavant [Abstract]
Proceeds from Lines of Credit	$ 40,000
Interest rate	10.00%
Debt instrument exit fee and end of term charge	$ 5,000
Reduction in exit fee	$ 4,000
Outstanding Debt Obligations [Abstract]
Principal amount		40,000		40,000
Exit fee		5,000		5,000
Less: unamortized discount and debt issuance costs		(7,190)		(7,514)
Total debt, net		37,810		37,486
Less: current portion		0		0
Total long-term debt, net		$ 37,810		$ 37,486
Dermavant [Member] \| Credit Facility Amendment [Member]
Loan and Credit Agreements by Dermavant [Abstract]
Interest rate			12.25%

Equity Method Investments, Investment in Datavant (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Investments [Abstract]
Aggregate fair value investment	$ 262,979		$ 247,753
Datavant Merger [Member]
Investments [Abstract]
Equity method investment ownership percentage	9.00%
Aggregate fair value investment	$ 142,900		$ 147,500
Unrealized gain (losses) on investments	$ (4,600)	$ 20,900

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 06, 2024
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-40782
Entity Registrant Name	ROIVANT SCIENCES LTD.
Entity Central Index Key	0001635088
Entity Incorporation, State or Country Code	D0
Entity Tax Identification Number	98-1173944
Entity Address, Address Line One	7th Floor
Entity Address, Address Line Two	50 Broadway
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	SW1H 0DB
Country Region	44
City Area Code	207
Local Phone Number	400 3347
Title of 12(b) Security	Common Shares, $0.0000000341740141 per share
Trading Symbol	ROIV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		739,521,824

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Revenues:
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	0	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	0
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:
Net income (loss) per common share - basic (in dollars per share)	$ 0.13	$ (0.38)
Net income (loss) per common share - diluted (in dollars per share)	$ 0.12	$ (0.38)
Weighted average shares outstanding:
Weighted average shares outstanding, basic (in shares)	735,816,536	759,273,550
Weighted average shares outstanding, diluted (in shares)	781,627,601	759,273,550
Product Revenue, Net [Member]
Revenues:
Revenue, net	$ 18,367	$ 16,659
License, Milestone and Other Revenue [Member]
Revenues:
Revenue, net	$ 36,765	$ 4,965

Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

(A) Basis of Presentation and Principles of Consolidation

The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed with the SEC. The unaudited condensed consolidated balance sheet at March 31, 2024 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Operating results for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2025, for any other interim period, or for any other future year.

Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the noncontrolling interest’s proportionate share of the respective operations. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets.

The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in the ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL.

(B) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments.

The Company has long-lived assets in different geographic locations. As of June 30, 2024 and March 31, 2024, a majority of the Company’s long-lived assets were located in the United States (‘‘U.S.’’).

(D) Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Cash as reported in the accompanying condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands):

	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	5,678,514	$	6,535,706
Restricted cash (included in “Other current assets”)		5,409		5,367
Restricted cash (included in “Other assets”)		9,377		9,377
Cash, cash equivalents and restricted cash	$	5,693,300	$	6,550,450

(E) Contingencies

The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the contingent loss, including an estimable range, if possible.

(F) Investments

Investments in equity securities for which the Company does not have control or significant influence may be accounted for using (i) the fair value option, if elected, (ii) fair value through earnings, if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.

The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Equity Method Investments.”

(G) Fair Value Measurements

The Company utilizes fair value measurement guidance prescribed by U.S. GAAP to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following:

•

Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

•

Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); Class A units of Heracles Parent, L.L.C. (“Datavant”); liability instruments issued, including the earn-out shares liabilities issued in connection with the Company’s business combination with MAAC (as discussed in Note 13, “Earn-Out Shares”); its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.

The shares of Arbutus common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Class A units of Datavant and liability instruments issued are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. Long-term debt issued by Dermavant for which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market. Other long-term debt issued by Dermavant is recorded at amortized cost under the interest method.

(H) Significant Accounting Policies

There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Form 10-K for the year ended March 31, 2024.

(I) Recently Adopted Accounting Pronouncements

The Company did not adopt any material accounting pronouncements during the three months ended June 30, 2024.

(J) Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and subsequent interim periods, with early adoption permitted. These amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and are applicable to the Company’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

Net Income (Loss) per Common Share

3 Months Ended

Jun. 30, 2024

Net Income (Loss) per Common Share [Abstract]

Net Income (Loss) per Common Share

Note 15—Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing the net income (loss) attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period.

The computations for basic and diluted net income (loss) per common share were as follows (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2024		2023

Numerator:
Net income (loss) attributable to Roivant Sciences Ltd.	$	95,297	$	(291,816	)

Denominator:
Weighted average shares outstanding, basic		735,816,536		759,273,550
Effect of dilutive common stock equivalents		45,811,065		—
Weighted average shares outstanding, diluted		781,627,601		759,273,550

Net income (loss) per common share, basic	$	0.13	$	(0.38	)
Net income (loss) per common share, diluted	$	0.12	$	(0.38	)

For periods of net loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common stock equivalents is anti-dilutive. For the three months ended June 30, 2023, all outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss.

As of June 30, 2024 and 2023, the following potentially dilutive common stock equivalents were excluded from the computation of diluted net income (loss) per common share:

	June 30, 2024		June 30, 2023

Stock options and performance stock options		54,648,258		153,051,785
Restricted stock units and performance stock units (non-vested)		5,422,465		21,419,257
March 2020 CVARs⁽¹⁾		17,548,368		30,260,772
November 2021 CVARs (non-vested)		200,722		2,864,577
Restricted common stock (non-vested)		255,911		647,530
Earn-Out Shares (non-vested)		3,080,387		3,080,387
Warrants		—		30,690,240
Other stock based awards and instruments issued		3,924,305		6,102,362

⁽¹⁾	Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs.

Certain Balance Sheet Components (Tables)

3 Months Ended

Jun. 30, 2024

Certain Balance Sheet Components [Abstract]

Other Current Assets

Other current assets at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

	June 30, 2024		March 31, 2024
Prepaid expenses	$	57,282	$	55,096
Trade receivables, net		79,791		53,545
Restricted cash		5,409		5,367
Inventory		33,997		35,251
Income tax receivable		2,397		1,827
Interest receivable		22,646		27,441
Milestone receivable		110,387		—
Other		11,076		17,595
Total other current assets	$	322,985	$	196,122

Accrued Expenses

Accrued expenses at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

	June 30, 2024		March 31, 2024
Research and development expenses	$	46,455	$	40,313
Compensation-related expenses		37,828		61,242
Sales allowances		27,736		23,277
Other expenses		26,269		50,754
Total accrued expenses	$	138,288	$	175,586

Other Current Liabilities

Other current liabilities at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

	June 30, 2024		March 31, 2024
Deferred revenue	$	2,660	$	4,168
Income tax payable		23,442		10,469
Other		1,423		1,417
Total other current liabilities	$	27,525	$	16,054

Certain Balance Sheet Components, Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024
Other Current Liabilities [Abstract]
Deferred revenue	$ 2,660	$ 4,168
Income tax payable	23,442	10,469
Other	1,423	1,417
Total other current liabilities	$ 27,525	$ 16,054

Earn-Out Shares (Details) - $ / shares	3 Months Ended	6 Months Ended	30 Months Ended	66 Months Ended
Earn-Out Shares (Details) - $ / shares	Jun. 30, 2024	Mar. 31, 2022	Mar. 31, 2024	Mar. 31, 2027
MAAC Sponsor [Member]
Earn-Out Shares [Abstract]
Number of earn-out shares vested (in shares)	0
MAAC Sponsor [Member] \| 20% Earn-Out [Member]
Earn-Out Shares [Abstract]
Common shares issued (in shares)	2,033,591
Percentage of earn-out shares	20.00%
MAAC Sponsor [Member] \| 10 % Earn-Out [Member]
Earn-Out Shares [Abstract]
Common shares issued (in shares)	1,016,796
Percentage of earn-out shares	10.00%
MAAC Sponsor [Member] \| Independent Directors [Member] \| 20% Earn-Out [Member]
Earn-Out Shares [Abstract]
Common shares issued (in shares)	10,000
Number of trading days to meet earn-out price threshold	20 days
Trading day period for earn-out shares	30 days
MAAC Sponsor [Member] \| Independent Directors [Member] \| 20% Earn-Out [Member] \| Minimum [Member]
Earn-Out Shares [Abstract]
Earn-out share price (in dollars per share)	$ 15
MAAC Sponsor [Member] \| Independent Directors [Member] \| 10 % Earn-Out [Member]
Earn-Out Shares [Abstract]
Common shares issued (in shares)	5,000
Number of trading days to meet earn-out price threshold	20 days
Trading day period for earn-out shares	30 days
MAAC Sponsor [Member] \| Independent Directors [Member] \| 10 % Earn-Out [Member] \| Minimum [Member]
Earn-Out Shares [Abstract]
Earn-out share price (in dollars per share)	$ 20
MAAC Lock Up Agreement [Member] \| Six Months [Member]
Earn-Out Shares [Abstract]
Percentage of lock-up period of common shares held by MAAC Lock Up Agreement		25.00%
MAAC Lock Up Agreement [Member] \| Twelve Months [Member] \| Forecast [Member]
Earn-Out Shares [Abstract]
Percentage of lock-up period of common shares held by MAAC Lock Up Agreement				25.00%
MAAC Lock Up Agreement [Member] \| Thirty-Six Months [Member]
Earn-Out Shares [Abstract]
Percentage of lock-up period of common shares held by MAAC Lock Up Agreement			50.00%

Subsequent Events (Tables)

3 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Summary of the Awards Approved

A summary of the awards approved is as follows:

Executive	Title	Performance Restricted Stock Units (at max)			Restricted Stock Units		Stock Options		Cash Awards (in thousands)
Matthew Gline	Chief Executive Officer		14,450,000			2,754,821		—	$	5,725
Mayukh Sukhatme	President and Chief Investment Officer		17,000,000			1,836,547		—	$	80,550
Eric Venker	President and Chief Operating Officer		11,900,000	⁽¹⁾		204,000		409,000	$	7,465

⁽¹⁾	The Company entered into a letter agreement pursuant to which Dr. Venker may be granted these PSUs in the future, in the sole discretion of the Compensation Committee of the Board of Directors.

Equity Method Investments, Investment in Arbutus (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Investments [Abstract]
Number of shares acquired (in shares)	739,053,106		806,677,954
Aggregate fair value investment	$ 262,979		$ 247,753
Arbutus Biopharma Corporation [Member]
Investments [Abstract]
Equity method investment ownership percentage	21.00%
Aggregate fair value investment	$ 120,000		$ 100,200
Unrealized gain (losses) on investments	$ 19,800	$ (28,400)
Closing price of common stock (in dollars per share)	$ 3.09		$ 2.58
Arbutus Biopharma Corporation [Member] \| Common Stock [Member]
Investments [Abstract]
Number of shares acquired (in shares)	38,847,462

Share-Based Compensation, Stock Options and Performance Stock Options under RSL Equity Plans (Details)	3 Months Ended
	Jun. 30, 2024 IncentivePlans shares
Share-Based Compensation [Abstract]
Number of equity incentive plans \| IncentivePlans	3
RSL 2021 EIP [Member]
Share-Based Compensation [Abstract]
Common shares available for future grants (in shares)	37,558,162
Stock Options and Performance Stock Options [Member] \| RSL Equity Plans [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning balance (in shares)	147,068,607
Granted (in shares)	3,663,556
Exercised (in shares)	(241,387)
Options outstanding, ending balance (in shares)	150,490,776
Options exercisable at June 30, 2024 (in shares)	104,709,668

Intangible Assets

3 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Intangible Assets

Note 5—Intangible Assets

In July 2018, Dermavant acquired the worldwide rights (other than for China) with respect to certain intellectual property rights retained by Welichem Biotech Inc. (“Welichem”) to VTAMA and related compounds from Glaxo Group Limited and GlaxoSmithKline Intellectual Property Development Ltd. (collectively, “GSK”) pursuant to an asset purchase agreement. GSK previously acquired rights to a predecessor formulation from Welichem pursuant to an asset purchase agreement between GSK and Welichem entered into in May 2012. The Company evaluated the agreement and determined that the acquired assets did not meet the definition of a business and thus the transaction was accounted for as an asset acquisition.

Following the FDA approval of VTAMA in May 2022, the Company became obligated to pay a regulatory milestone to GSK of £100.0 million (approximately $126 million on the date of achievement) following the receipt of marketing approval of VTAMA in the U.S. The milestone was paid in July 2022.

Additionally, the first sale of VTAMA in May 2022 resulted in the achievement of a milestone to Welichem Biotech Inc. of CAD$25.0 million (approximately $20 million on the date of achievement). The milestone was paid in August 2022.

Both of the above milestones were capitalized as intangible assets upon achievement and are being amortized over their estimated useful lives.

The following table summarizes the Company’s recognized intangible assets (in thousands):

	June 30, 2024			March 31, 2024
Gross amount	$	155,778		$	155,171
Less: accumulated amortization		(19,769	)		(17,329	)
Net book value	$	136,009		$	137,842

Amortization expense was $2.4 million for each of the three months ended June 30, 2024 and 2023 and was recorded as part of “Cost of revenues” in the accompanying condensed consolidated statements of operations. Future amortization expense is approximately $7.1 million for the remainder of the year ending March 31, 2025, $9.5 million for each of the years ending from March 31, 2026 through March 31, 2030 and $81.4 million thereafter. The Company’s intangible assets are denominated in currencies other than U.S. dollar and therefore are subject to foreign currency movements.

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net income (loss)	$ 57,490	$ (327,845)
Other comprehensive loss:
Change in fair value of debt due to change in subsidiary credit risk	(10,600)	0
Foreign currency translation adjustment	(3,232)	(4,148)
Total other comprehensive loss	(13,832)	(4,148)
Comprehensive income (loss)	43,658	(331,993)
Comprehensive loss attributable to noncontrolling interests	(37,774)	(36,184)
Comprehensive income (loss) attributable to Roivant Sciences Ltd.	$ 81,432	$ (295,809)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Description of Business and Liquidity (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2024 USD ($) Segment	Jun. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Description of Business [Abstract]
Number of operating segment \| Segment	1
Number of reporting segment \| Segment	1
Liquidity [Abstract]
Cash and cash equivalents	$ 5,678,514		$ 6,535,706
Retained earnings	671,469		$ 576,172
Net income (loss)	$ 57,490	$ (327,845)
Telavant Holdings, Inc [Member]
Liquidity [Abstract]
Cash payment received for sale of assets				$ 5,200,000

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

Amount of accumulated undistributed earnings (deficit).

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2024

Basis of Presentation

The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.

Principles of Consolidation

Use of Estimates

(B) Use of Estimates

Concentrations

Cash, Cash Equivalents, and Restricted Cash

(D) Cash, Cash Equivalents, and Restricted Cash

	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	5,678,514	$	6,535,706
Restricted cash (included in “Other current assets”)		5,409		5,367
Restricted cash (included in “Other assets”)		9,377		9,377
Cash, cash equivalents and restricted cash	$	5,693,300	$	6,550,450

Contingencies

(E) Contingencies

Investments

(F) Investments

Fair Value Measurements

(G) Fair Value Measurements

•

Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement.

Significant Accounting Policies /Recently Adopted/ Issued Accounting Pronouncements

(H) Significant Accounting Policies

There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Form 10-K for the year ended March 31, 2024.

(I) Recently Adopted Accounting Pronouncements

The Company did not adopt any material accounting pronouncements during the three months ended June 30, 2024.

(J) Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date.

Fair Value Measurements

3 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 14—Fair Value Measurements

Recurring Fair Value Measurements

	As of June 30, 2024								As of March 31, 2024
	Level 1		Level 2		Level 3		Balance as of June 30, 2024		Level 1		Level 2		Level 3		Balance as of March 31, 2024
Assets:
Money market funds	$	5,526,689	$	—	$	—	$	5,526,689	$	6,312,288	$	—	$	—	$	6,312,288
Investment in Datavant Class A units		—		—		142,940		142,940		—		—		147,526		147,526
Investment in Arbutus common shares		120,039		—		—		120,039		100,227		—		—		100,227
Total assets at fair value	$	5,646,728	$	—	$	142,940	$	5,789,668	$	6,412,515	$	—	$	147,526	$	6,560,041
Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	88,369	$	88,369	$	—	$	—	$	210,371	$	210,371
Liability instruments measured at fair value⁽¹⁾		—		—		26,887		26,887		—		—		25,737		25,737
Total liabilities at fair value	$	—	$	—	$	115,256	$	115,256	$	—	$	—	$	236,108	$	236,108

⁽¹⁾	At June 30, 2024, Level 3 includes the fair value of the Earn-Out Shares of $22.9 million and other liability instruments issued of $4.0 million. At March 31, 2024, Level 3 includes the fair value of the Earn-Out Shares of $22.0 million and other liability instruments issued of $3.7 million.

There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the three months ended June 30, 2024.

Level 3 Disclosures

The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period.

The fair value of Level 3 assets and liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The changes in fair value of the Level 3 assets during the three months ended June 30, 2024 and 2023 were as follows (in thousands):

Balance at March 31, 2023	$	178,579
Changes in fair value of investment in Datavant, included in net loss		20,869
Balance at June 30, 2023	$	199,448

Balance at March 31, 2024	$	147,526
Changes in fair value of investment in Datavant, included in net income		(4,586	)
Balance at June 30, 2024	$	142,940

The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2024 and 2023 were as follows (in thousands):

Balance at March 31, 2023	$	241,291
Payments related to long-term debt		(7,344	)
Changes in fair value of debt and liability instruments, included in net loss		33,626
Balance at June 30, 2023	$	267,573

Balance at March 31, 2024	$	236,108
Payments related to long-term debt		(1,500	)
Issuance of subsidiary shares in connection with Debt Renegotiation		(11,750	)
Changes in fair value of debt and liability instruments, included in net income		(118,202	)
Changes in fair value of debt, included in accumulated other comprehensive loss		10,600
Balance at June 30, 2024	$	115,256

Investment in Datavant

The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using the income approach and implementation of the option pricing method (“OPM”). The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following:

	Point Estimate Used
Input	As of June 30, 2024		As of March 31, 2024
Volatility		100.0%		90.0%
Risk-free rate		5.03%		4.86%

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of June 30, 2024 and March 31, 2024 represents the fair value of amounts payable to NovaQuest and was estimated based upon the present value of discounted quarterly payments, which were modeled under the income approach for expected future payments through 2028. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest.

Earn-Out Shares

The fair value of the Earn-Out Shares issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. Refer to Note 13, “Earn-Out Shares” for additional details. Significant unobservable inputs used to calculate the fair value of the Earn-Out Shares included the following:

	Point Estimate Used
Input	As of June 30, 2024		As of March 31, 2024
Volatility		63.1%		63.2%
Risk-free rate		4.66%		4.50%

As of June 30, 2024 and March 31, 2024, the fair value of the Earn-Out Shares was $22.9 million and $22.0 million, respectively. Earn-Out Shares were included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Income Taxes	3 Months Ended
Income Taxes	Jun. 30, 2024
Income Taxes [Abstract]
Income Taxes	Note 11—Income Taxes The Company’s effective tax rate for the three months ended June 30, 2024 and 2023 was 18.0% and (0.5)%, respectively. The effective tax rate for the three months ended June 30, 2024 is driven by the Company’s gain on sale of Telavant’s net assets, which qualifies for the substantial shareholding exemption in the U.K. and consequently is not subject to the corporation income tax, as well as earnings by jurisdiction and a valuation allowance that eliminates the Company’s global net deferred tax assets. The effective tax rate for three months ended June 30, 2023 is driven by the earnings by jurisdiction and a valuation allowance that eliminates the Company’s global net deferred tax assets. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Revenue	3 Months Ended
Revenue	Jun. 30, 2024
Revenue [Abstract]
Revenue	Note 3—Revenue (A) Product Revenue, Net The Company’s product revenue, net relates entirely to the sale of VTAMA in the U.S. The Company began generating product revenue, net from sales of VTAMA in the U.S. following the approval of VTAMA for the treatment of plaque psoriasis in adult patients by the FDA in May 2022. The Company records product revenue net of estimated chargebacks, discounts, rebates, returns, and other allowances associated with the respective sales. (B) License, Milestone and Other Revenue In January 2020, Dermavant entered into a collaboration and license agreement with Japan Tobacco Inc. (“JT”) for exclusive rights to develop, register, and market tapinarof in Japan for the treatment of dermatological diseases and conditions, including psoriasis and atopic dermatitis. In conjunction with this agreement, JT executed an exclusive license agreement with its subsidiary, Torii Pharmaceutical Co., Ltd., for co-development and commercialization of tapinarof in Japan. The Company evaluated the collaboration and license agreement and concluded that JT is a customer. During the three months ended June 30, 2024, the Company determined that certain development milestones totaling $28.0 million became probable as such milestones were achieved. As a result, the Company recorded $28.0 million as license, milestone and other revenue in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2024. The payment was received in July 2024.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Jun. 30, 2024

Cash, Cash Equivalents, and Restricted Cash

	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	5,678,514	$	6,535,706
Restricted cash (included in “Other current assets”)		5,409		5,367
Restricted cash (included in “Other assets”)		9,377		9,377
Cash, cash equivalents and restricted cash	$	5,693,300	$	6,550,450

Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Recognized Intangible Assets

The following table summarizes the Company’s recognized intangible assets (in thousands):

	June 30, 2024			March 31, 2024
Gross amount	$	155,778		$	155,171
Less: accumulated amortization		(19,769	)		(17,329	)
Net book value	$	136,009		$	137,842

Fair Value Measurements, Fair Value of Significant Unobservable Inputs (Details) $ in Millions	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)
Earn-Out Shares [Member]
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Liabilities at fair value	$ 22.9	$ 22.0
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liability Instruments Measured at Fair Value	Liability Instruments Measured at Fair Value
Volatility [Member] \| Datavant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Investment in equity securities, measurement input	1	0.90
Volatility [Member] \| Earn-Out Shares [Member]
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Earn-out share, measurement input	63.10%	63.20%
Risk-free Rate [Member] \| Datavant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Investment in equity securities, measurement input	0.0503	0.0486
Risk-free Rate [Member] \| Earn-Out Shares [Member]
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Earn-out share, measurement input	4.66%	4.50%

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024
Current liabilities:
Current portion of long-term debt accounted for under fair value option	$ 6,000	$ 6,000
Long term debt accounted under fair value option	$ 82,369	$ 204,371
Shareholders' equity:
Common stock, par value (in dollars per share)	$ 0.0000000341740141	$ 0.0000000341740141
Common stock, shares authorized (in shares)	7,000,000,000	7,000,000,000
Common stock, shares issued (in shares)	739,053,106	806,677,954
Common stock, shares outstanding (in shares)	739,053,106	806,677,954

Recent Transactions and Developments, Telavant Disposition (Details) - USD ($) $ in Thousands		3 Months Ended
	Dec. 14, 2023	Jun. 30, 2024	Jun. 30, 2023
Consideration [Abstract]
Gain on sale of Telavant net assets		$ 110,387	$ 0
Telavant Holdings, Inc. [Member]
Consideration [Abstract]
Milestone payment receivable		110,400
Telavant Holdings, Inc. [Member] \| RSL [Member]
Telavant Disposition [Abstract]
Ownership of subsidiary	75.00%
Consideration [Abstract]
Gain on sale of Telavant net assets		$ 110,400
Telavant Holdings, Inc. [Member] \| Pfizer [Member]
Telavant Disposition [Abstract]
Ownership of subsidiary	25.00%
Roche Transaction [Member]
Consideration [Abstract]
Upfront cash payment	$ 7,100,000
Consideration to be received from milestone	150,000
Roche Transaction [Member] \| RSL [Member]
Consideration [Abstract]
Upfront cash payment	$ 5,200,000

Long-Term Debt, Revenue Interest Purchase and Sale Agreement (Details) - USD ($) $ in Thousands	1 Months Ended
	Jun. 30, 2022	May 31, 2021	Jun. 30, 2024	May 31, 2024	Mar. 31, 2024
Carrying Balance [Abstract]
Total debt, net			$ 311,716		$ 430,591
Less: current portion			(12,000)		(12,000)
Dermavant [Member] \| Revenue Interest Purchase and Sale Agreement with XYQ Luxco, NovaQuest [Member]
Revenue Interest Purchase and Sale Agreement [Abstract]
Face amount		$ 160,000
Royalties entitled to receive		$ 344,000
Committed funding under revenue interest purchase and sale agreement received	$ 160,000
Carrying Balance [Abstract]
Carrying balance			201,410		198,810
Less: unamortized issuance costs			(3,873)		(4,076)
Total debt, net			197,537		194,734
Less: current portion			(6,000)		(6,000)
Total long-term debt, net			$ 191,537		$ 188,734
Dermavant [Member] \| Revenue Interest Purchase And Sale Amendment Agreement With XYQ Luxco Nova Quest [Member]
Revenue Interest Purchase and Sale Agreement [Abstract]
Royalties entitled to receive				$ 344,000
Royalties Currently Payable 2025				6,000
Royalties Currently Payable 2026				6,000
Royalties Currently Payable 2027				6,000
Non-ownership fair value				$ 1,200
Non-ownership percentage				1.20%

Share-Based Compensation (Tables)

3 Months Ended

Jun. 30, 2024

Activity for Stock Options and Performance Stock Options

Activity for stock options and performance stock options under the RSL Equity Plans for the three months ended June 30, 2024 was as follows:

	Number of Options
Options outstanding at March 31, 2024		147,068,607
Granted		3,663,556
Exercised		(241,387	)
Options outstanding at June 30, 2024		150,490,776
Options exercisable at June 30, 2024		104,709,668

Activity for Restricted Stock Units and Performance Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2024 was as follows:

	Number of Shares
Non-vested balance at March 31, 2024		16,778,211
Granted		2,652,124
Vested		(2,225,415	)
Forfeited		(226,295	)
Non-vested balance at June 30, 2024		16,978,625

Activity for Capped Value Appreciation Rights

Activity for CVARs granted in November 2021 under the RSL 2021 EIP for the three months ended June 30, 2024 was as follows:

	Number of CVARs
Non-vested balance at March 31, 2024		1,782,078
Vested		(290,968	)
Forfeited		(65,446	)
Non-vested balance at June 30, 2024		1,425,664

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Cash, Cash Equivalents, and Restricted Cash [Abstract]
Cash and cash equivalents	$ 5,678,514	$ 6,535,706
Restricted cash (included in "Other current assets")	5,409	5,367
Restricted cash (included in "Other assets")	9,377	9,377
Cash, cash equivalents and restricted cash	$ 5,693,300	$ 6,550,450	$ 1,449,648	$ 1,692,115

Subsequent Events (Details) - Subsequent Event [Member]
$ in Thousands

1 Months Ended

Jul. 31, 2024

USD ($)

Chief Executive Officer [Member]

President and Chief Investment Officer [Member]

Cash awards | $

$ 5,725

President and Chief Operating Officer [Member]

Cash awards | $

80,550

Performance Restricted Stock Units [Member] | Chief Executive Officer [Member]

Cash awards | $

$ 7,465

Performance Restricted Stock Units [Member] | President and Chief Investment Officer [Member]

14,450,000

Performance Restricted Stock Units [Member] | President and Chief Operating Officer [Member]

17,000,000

Restricted Stock Units [Member] | Chief Executive Officer [Member]

11,900,000

^[1]

Restricted Stock Units [Member] | President and Chief Investment Officer [Member]

2,754,821

Restricted Stock Units [Member] | President and Chief Operating Officer [Member]

1,836,547

Stock Options [Member] | Chief Executive Officer [Member]

204,000

Stock Options [Member] | President and Chief Investment Officer [Member]

Stock Options [Member] | President and Chief Operating Officer [Member]

409,000

[1]	The Company entered into a letter agreement pursuant to which Dr. Venker may be granted these PSUs in the future, in the sole discretion of the Compensation Committee of the Board of Directors.

Description of Business and Liquidity	3 Months Ended
Description of Business and Liquidity	Jun. 30, 2024
Description of Business and Liquidity [Abstract]
Description of Business and Liquidity	Note 1—Description of Business and Liquidity (A) Description of Business Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”) aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. The Company does this by creating nimble subsidiaries or “Vants” to develop and commercialize its medicines and technologies. Beyond therapeutics, the Company also incubates discovery-stage companies and health technology startups complementary to its biopharmaceutical business. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. VTAMA® (tapinarof) was approved by the United States Food and Drug Administration (“FDA”) in May 2022 for the treatment of plaque psoriasis in adult patients. A Supplemental New Drug Application for VTAMA (tapinarof) for the topical treatment of atopic dermatitis in adults and children 2 years of age and older was accepted by the FDA in April 2024. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 4, “Equity Method Investments” for further discussion of the Company’s investments in unconsolidated entities. RSL completed its business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, on September 30, 2021 and on October 1, 2021 began trading on the Nasdaq Global Select Market under the ticker symbol “ROIV.” (B) Liquidity Historically, the Company has incurred significant operating losses and negative cash flows from operations since its inception. In December 2023, the Company sold its entire equity interest in its majority-owned subsidiary Telavant Holdings, Inc. (“Telavant”). At closing, the Company received approximately $5.2 billion in cash. As of June 30, 2024, the Company had cash and cash equivalents of approximately $5.7 billion and its retained earnings was approximately $671.5 million. For the three months ended June 30, 2024 and 2023, the Company had net income of approximately $57.5 million and incurred a net loss of approximately $327.8 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. Through its subsidiary, Dermavant Sciences Ltd. (“Dermavant”), the Company has launched its first commercial product, VTAMA, following approval by the FDA in May 2022. The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and may require additional capital to fully implement its business plan. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements.

Share-Based Compensation, Restricted Stock Units and Performance Stock Units (Details) - Restricted Stock and Performance Stock Units [Member] - RSL Equity Plans [Member]	3 Months Ended
	Jun. 30, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested balance, beginning (in shares)	16,778,211
Granted (in shares)	2,652,124
Vested (in shares)	(2,225,415)
Forfeited (in shares)	(226,295)
Non-vested balance, ending (in shares)	16,978,625

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 12—Commitments and Contingencies (A) Commitments Long-Term Debt The Company is obligated to make contractual payments related to its long-term debt. Refer to Note 8, “Long-Term Debt” for further information. Lease Commitments The Company has leases, consisting primarily of real estate leases. Refer to Note 13, “Leases” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for further information regarding the Company’s lease commitments. There have been no material changes to the commitments relating to the Company’s leases during the three months ended June 30, 2024. Other Commitments The Company has entered into commitments under various asset acquisition and license agreements. Under these agreements, the Company is required to make milestone payments upon successful completion and achievement of certain development, regulatory and commercial milestones. The payment obligations under the asset acquisition and license agreements are contingent upon future events, such as the achievement of specified development, regulatory and commercial milestones, and the Company will be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. Refer to Note 14, “Commitments and Contingencies” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for further information regarding certain key asset acquisition and license agreements. There have been no material changes to the key asset acquisition and license agreements during the three months ended June 30, 2024, apart from changes to the milestones owed to NovaQuest as a result of the NovaQuest Agreement Amendment as discussed in Note 8, “Long-Term Debt.” The Company has further commitments relating to other asset acquisition and license agreements entered and expects to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments of capital resources. Additionally, the Company enters into agreements with contract service providers to assist in the performance of its research and development activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources. In conjunction with Dermavant’s entry into the GSK Agreement in 2018, Dermavant entered into a clinical supply agreement pursuant to which GSK would provide a supply of tapinarof and clinical product at an agreed upon price during the Company’s clinical trials. In April 2019, Dermavant entered into a commercial supply agreement with GSK to continue to provide certain quantities of tapinarof and commercial product at agreed upon minimum quantities and prices. The commercial supply agreement commenced in April 2022 upon completion of certain quality and regulatory conditions. In July 2022, Dermavant and GSK amended the terms of the clinical supply and commercial supply agreements which released GSK of certain commitments to supply tapinarof and released Dermavant of certain commitments to purchase tapinarof in exchange for a supplementary fee. Other supply and purchase commitments under the agreements remain in effect. In addition, Dermavant and Thermo Fisher Scientific (“TFS”) entered into a Commercial Manufacturing and Supply Agreement for which TFS agreed to provide a supply of tapinarof to Dermavant at an agreed upon price. The agreements discussed above require Dermavant to purchase certain quantities of inventory over a period of five years. As of June 30, 2024, the remaining minimum purchase commitment related to these agreements was estimated to be approximately $25.9 million. In November 2021, the Company's subsidiary, Immunovant, entered into a Product Service Agreement (“PSA”) with Samsung Biologics Co., Ltd. (“Samsung”), pursuant to which Samsung will manufacture and supply Immunovant with batoclimab drug substance for commercial sale, if approved, and perform other manufacturing-related services with respect to batoclimab. Upon execution of the PSA, Immunovant committed to purchase process performance qualification batches of batoclimab and pre-approval inspection batches of batoclimab which may be used for regulatory submissions and, pending regulatory approval, commercial sale. In addition, Immunovant has a minimum obligation to purchase further batches of batoclimab in the four-year period of 2026 through 2029. As of June 30, 2024, the remaining minimum purchase commitment related to this agreement was estimated to be approximately $44.5 million. Cash Bonus Program During the year ended March 31, 2024, the Company approved a special one-time cash retention bonus award to its employees in the aggregate amount of $79.7 million (the “Cash Bonus Program”). During the three months ended June 30, 2024, the Company recognized selling, general and administrative expense and research and development expense of $6.9 million and $1.8 million, respectively, relating to the Cash Bonus Program. The remaining portion of $22.0 million as of June 30, 2024 will be recognized over the applicable service periods of the awards made under the Cash Bonus Program. Multi-Year Incentive Compensation Program In July 2024, the Compensation Committee of the Board of Directors approved cash bonus awards for the Company's Chief Executive Officer, President and Chief Investment Officer, and President and Chief Operating Officer as part of a multi-year incentive compensation program. Refer to Note 16, “Subsequent Events” for further details. (B) Loss Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible. (C) Indemnification Agreements The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintains director and officer liability insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and officers. To date, the Company has not incurred any material costs related to these indemnification obligations and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements as of June 30, 2024 and March 31, 2024.

Earn-Out Shares

3 Months Ended

Jun. 30, 2024

Earn-Out Shares [Abstract]

Earn-Out Shares

Note 13—Earn-Out Shares

In connection with the Business Combination, the Company issued the following:

2,033,591 common shares to Patient Square Capital LLC (the “MAAC Sponsor”) and 10,000 common shares issued to each of MAAC’s independent directors (collectively, the “20% Earn-Out Shares”), which will vest if the closing price of the Company’s common shares is greater than or equal to $15.00 over any twenty out of thirty trading day period during the Vesting Period (defined below).

1,016,796 common shares issued to the MAAC Sponsor and 5,000 common shares issued to each of MAAC’s independent directors (collectively, the “10% Earn-Out Shares” and, together with the 20% Earn-Out Shares, the “Earn-Out Shares”), each in respect of its MAAC Class B Shares, will vest if the closing price of the Company’s common shares is greater than or equal to $20.00 over any twenty out of thirty trading day period during the Vesting Period (as defined below).

The remaining number of common shares issued to the MAAC Sponsor and each of MAAC’s independent directors are not subject to the vesting conditions described above (the “Retained Shares”).

The Vesting Period commenced on November 9, 2021 and ends no later than September 30, 2026 (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the Earn-Out Shares unvested as of such time will automatically vest immediately prior to the consummation of such Sale. If any Earn-Out Shares have not vested on or prior to the end of such Vesting Period, then such Earn-Out Shares will be forfeited.

The Earn-Out Shares require liability classification and are classified as “Liability instruments measured at fair value” on the accompanying condensed consolidated balance sheets. The Earn-Out Shares liability is subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statements of operations. As of June 30, 2024, no Earn-Out Shares have vested.

The Earn-Out Shares are subject to certain lock-up agreements pursuant to which, among other things, the MAAC Sponsor and each of MAAC’s independent directors (the “MAAC Independent Directors”) have agreed not to effect any sale or distribution of the Company’s common shares during the applicable lock-up period, subject to customary exceptions. The lock-up periods applicable to the Company’s common shares, including Earn-Out Shares, held by the MAAC Sponsor and MAAC Independent Directors as of immediately following the closing of the Business Combination (the “Closing”) are (i) with respect to 25% of the Company’s common shares held by the MAAC Sponsor and MAAC Independent Directors, six months following the Closing, which expired on March 30, 2022, (ii) with respect to an additional 25% of the Company’s common shares held by the MAAC Sponsor and MAAC Independent Directors, the earlier of twelve months following the achievement of certain price-based vesting restrictions or six years from the Closing and (iii) with respect to 50% of the Company’s common shares held by the MAAC Sponsor and MAAC Independent Directors, thirty-six months following the Closing.

Long-Term Debt

3 Months Ended

Jun. 30, 2024

Long-Term Debt [Abstract]

Note 8—Long-Term Debt

Dermavant

Funding Agreement with NovaQuest

In connection with Dermavant’s acquisition of tapinarof from GSK pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and NovaQuest Co-Investment Fund VIII, L.P. (“NovaQuest”) entered into a funding agreement (the “NovaQuest Agreement”). Pursuant to the NovaQuest Agreement, Dermavant borrowed $100.0 million in August 2018 and $17.5 million in October 2018. In May 2024, Dermavant entered into a series of agreements to renegotiate its existing debt obligations (the “Debt Renegotiation”). The Debt Renegotiation included an amendment to the NovaQuest Agreement (the “NovaQuest Agreement Amendment”) as discussed further below.

Pursuant to the original terms of the NovaQuest Agreement, Dermavant agreed to make fixed payments to NovaQuest under the NovaQuest Agreement upon regulatory approval of tapinarof in exchange for the $117.5 million in total funding from NovaQuest. For each of the atopic dermatitis and psoriasis indications, Dermavant was required to make quarterly payments to NovaQuest totaling $176.3 million per indication over a six-year period following regulatory approval of tapinarof for the applicable indication in the U.S. In the event that Dermavant received regulatory approval for one indication, and Dermavant terminated the development of the other indication for any reason other than a Technical Failure (as defined below), then Dermavant would be required to make the above-referenced quarterly payments to NovaQuest up to $440.6 million over a 15-year period for the approved indication, which are referred to as 15-year Payments. A Technical Failure was deemed to occur for an indication if the development program for such indication was terminated due to (1) significant safety concerns, (2) material adverse developments or (3) the receipt by Dermavant of a complete response letter or a final non-approval letter from the FDA that was expected to result in significant delay or cost to reach commercialization for the applicable indication. In addition, Dermavant was required to make up to $141.0 million in payments to NovaQuest upon achievement of certain commercial milestones. In the event that Dermavant was required to start making 15-year Payments, then Dermavant had the right to offset such amounts by up to $88.1 million of the commercial milestone payments, with such offset being applied to the quarterly payments in reverse chronological order (such that the final quarterly payments owed would be used first to offset the commercial milestone payments).

The NovaQuest Agreement Amendment eliminated the fixed quarterly cash payments totaling $176.3 million that would have been due and payable following regulatory approval of tapinarof in the U.S. for atopic dermatitis, if approved. In addition, the NovaQuest Agreement Amendment (i) eliminated cash payments of up to $141.0 million to NovaQuest that would have been due and payable upon achievement of certain commercial milestones by Dermavant and (ii) amended the timing of remaining cash payments, which now total $122.5 million in aggregate, to be paid between the fiscal years ending March 31, 2025 and March 31, 2029, with payments totaling $6.0 million per fiscal year for the fiscal years ending March 31, 2025 and March 31, 2026. There are no royalty payment requirements on commercialization of tapinarof.

In connection with the NovaQuest Agreement Amendment, Dermavant issued common shares to NovaQuest with a total fair value of $11.7 million, representing approximately 12.0% of Dermavant’s issued and outstanding common and preferred shares (on an as converted basis). The common shares include certain anti-dilution top-up rights tied primarily to an equity commitment made by RSL. Refer to Note 9, “Shareholders’ Equity” for further detail regarding the equity commitment made by RSL. The consideration paid was applied as a reduction to the long-term debt.

As of June 30, 2024, Dermavant has made cumulative payments totaling $60.3 million to NovaQuest.

At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and records the changes in the fair value within the accompanying condensed consolidated statements of operations at the end of each reporting period. As of June 30, 2024 and March 31, 2024, the fair value of the debt was $88.4 million and $210.4 million, respectively. The fair value as of June 30, 2024 reflects the amended terms resulting from the Debt Renegotiation. Refer to Note 14, “Fair Value Measurements” for additional details regarding the fair value measurement.

The carrying balance of the debt issued to NovaQuest was as follows (in thousands):

	June 30, 2024			March 31, 2024
Fair value of long-term debt	$	88,369		$	210,371
Less: current portion		(6,000	)		(6,000	)
Total long-term debt, net	$	82,369		$	204,371

Credit Facility with XYQ Luxco

In May 2021, Dermavant and certain of its subsidiaries entered into a $40.0 million senior secured credit facility (the “Credit Facility”) with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. As part of the Debt Renegotiation in May 2024, the Credit Facility was amended (the “Credit Facility Amendment”) to extend the maturity date of the Credit Facility from May 2026 to May 2028 and to increase the interest rate payable on borrowings under the Credit Facility from 10.00% to 12.25% per annum.

Under the terms of the Credit Facility, as amended by the Credit Facility Amendment, the Credit Facility matures in May 2028 and bears an interest rate of 12.25% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $5.0 million. The exit fee can be reduced to $4.0 million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of June 30, 2024.

The Credit Facility Amendment was accounted for as a troubled debt restructuring as (i) Dermavant was experiencing financial difficulties and (ii) the lender was determined to have granted a concession. The Company did not record a gain in connection with the restructuring as the total undiscounted future cash payments for the Credit Facility exceeded the carrying value of the Credit Facility as of the effective date of the Credit Facility Amendment.

Outstanding debt obligations to XYQ Luxco were as follows (in thousands):

	June 30, 2024			March 31, 2024
Principal amount	$	40,000		$	40,000
Exit fee		5,000			5,000
Less: unamortized discount and debt issuance costs		(7,190	)		(7,514	)
Total debt, net		37,810			37,486
Less: current portion		—			—
Total long-term debt, net	$	37,810		$	37,486

Revenue Interest Purchase and Sale Agreement

In May 2021, Dermavant, as seller, entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with XYQ Luxco, NovaQuest Co-Investment Fund XVII, L.P., an affiliate of NovaQuest Capital Management, LLC, and MAM Tapir Lender, LLC, an affiliate of Marathon Asset Management, L.P., together with U.S. Bank National Association, as collateral agent. Under the terms of the RIPSA, Dermavant is obligated to pay royalties based on a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the U.S., up to a cap of $344.0 million, in exchange for the $160.0 million in committed funding, which was paid to Dermavant in June 2022 following the approval of tapinarof by the FDA.

The transaction is accounted for as debt. Over the term of the arrangement, the effective interest rate will be updated prospectively each reporting period based on the carrying amount of the note, payments made to date, and the estimated remaining cash flows related to the note.

As part of the Debt Renegotiation in May 2024, the RIPSA was amended (the “RIPSA Amendment”). The RIPSA Amendment provided for, among other things, a near-term cap on the royalties currently payable equal to $6.0 million per fiscal year for each of the fiscal years ending March 31, 2025, 2026 and 2027. The RIPSA Amendment did not otherwise amend the amount of the royalty payable, which is based on a capped single-digit revenue interest in net sales of VTAMA for all dermatological indications in the U.S., up to a cap of $344.0 million.

In connection with the RIPSA Amendment, Dermavant issued common shares to the holders of the RIPSA with a total fair value of $1.2 million, representing approximately 1.2% of Dermavant’s issued and outstanding common and preferred shares (on an as converted basis). The common shares include certain anti-dilution top-up rights tied primarily to an equity commitment made by RSL. Refer to Note 9, “Shareholders’ Equity” for further detail regarding the equity commitment made by RSL. The consideration paid was applied as a reduction to the long-term debt.

Each amended debt instrument held by the holders of the RIPSA under the RIPSA Amendment was accounted for as a troubled debt restructuring as (i) Dermavant was experiencing financial difficulties and (ii) the lender was determined to have granted a concession. The Company did not record a gain in connection with the restructuring as the total undiscounted future cash payments for the RIPSA exceeded the carrying balance of the RIPSA as of the effective date of the RIPSA Amendment.

The RIPSA carrying balance was as follows (in thousands):

	June 30, 2024			March 31, 2024
Carrying balance	$	201,410		$	198,810
Less: unamortized issuance costs		(3,873	)		(4,076	)
Total debt, net		197,537			194,734
Less: current portion		(6,000	)		(6,000	)
Total long-term debt, net	$	191,537		$	188,734

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based compensation	$ 50,191	$ 49,260
Research and Development Expense [Member]
Share-based compensation	11,009	7,953
Selling, General and Administrative Expense [Member]
Share-based compensation	$ 39,144	$ 41,192

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Commitments [Abstract]
Selling, general and administrative expense	$ 148,519	$ 156,190
Research and development expense	$ 133,208	$ 125,133
GSK [Member]
Commitments [Abstract]
Purchase certain quantities of inventory over period	5 years
Remaining minimum purchase commitment related to agreement	$ 25,900
Samsung [Member]
Commitments [Abstract]
Remaining minimum purchase commitment related to agreement	$ 44,500
Period to purchase additional batches of batoclimab	4 years
Cash Bonus Program [Member]
Commitments [Abstract]
Compensation-related expenses			$ 79,700
Selling, general and administrative expense	$ 6,900
Research and development expense	1,800
Remaining employee related liabilities current	$ 22,000

Fair Value Measurements, Changes in Fair Value of the Level 3 Assets (Details) - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 147,526	$ 178,579
Changes in fair value of investment in Datavant, included in net loss	$ (4,586)	$ 20,869
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain (Loss) on Fair Value of Debt and Liability Instruments	Gain (Loss) on Fair Value of Debt and Liability Instruments
Ending Balance	$ 142,940	$ 199,448

Certain Balance Sheet Components, Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024
Accrued Expenses [Abstract]
Research and development expenses	$ 46,455	$ 40,313
Compensation-related expenses	37,828	61,242
Sales allowances	27,736	23,277
Other expenses	26,269	50,754
Total accrued expenses	$ 138,288	$ 175,586

Fair Value Measurements, Assets and Liabilities are Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Recurring Fair Value Measurements [Abstract]

$ 262,979

$ 247,753

Earn-Out Shares [Member]

Liabilities at fair value

22,900

22,000

Arbutus Biopharma Corporation [Member]

Level 3 [Member] | Earn-Out Shares [Member]

120,000

100,200

Recurring Fair Value Measurements [Abstract]

Liabilities at fair value

22,900

22,000

Level 3 [Member] | Liability Instruments Measured at Fair Value [Member]

Recurring Fair Value Measurements [Abstract]

Other liability instruments

4,000

3,700

Recurring [Member]

5,789,668

6,560,041

88,369

210,371

^[1]

26,887

25,737

Recurring [Member] | Money Market Funds [Member]

115,256

236,108

Recurring [Member] | Common Shares [Member] | Datavant [Member]

5,526,689

6,312,288

Recurring [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member]

142,940

147,526

Recurring [Member] | Level 1 [Member]

120,039

100,227

5,646,728

6,412,515

^[1]

Recurring [Member] | Level 1 [Member] | Money Market Funds [Member]

Recurring [Member] | Level 1 [Member] | Common Shares [Member] | Datavant [Member]

5,526,689

6,312,288

Recurring [Member] | Level 1 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member]

Recurring [Member] | Level 2 [Member]

120,039

100,227

^[1]

Recurring [Member] | Level 2 [Member] | Money Market Funds [Member]

Recurring [Member] | Level 2 [Member] | Common Shares [Member] | Datavant [Member]

Recurring [Member] | Level 2 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member]

Recurring [Member] | Level 3 [Member]

142,940

147,526

88,369

210,371

^[1]

26,887

25,737

Recurring [Member] | Level 3 [Member] | Money Market Funds [Member]

115,256

236,108

Recurring [Member] | Level 3 [Member] | Common Shares [Member] | Datavant [Member]

Recurring [Member] | Level 3 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member]

142,940

147,526

Certain Balance Sheet Components [Abstract]

$ 0

[1]	At June 30, 2024, Level 3 includes the fair value of the Earn-Out Shares of $22.9 million and other liability instruments issued of $4.0 million. At March 31, 2024, Level 3 includes the fair value of the Earn-Out Shares of $22.0 million and other liability instruments issued of $3.7 million.

Intangible Assets (Details) $ in Thousands, £ in Millions, $ in Millions	1 Months Ended		3 Months Ended
	Aug. 31, 2022 USD ($)	Jul. 31, 2022 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)	May 31, 2022 USD ($)	May 31, 2022 CAD ($)	May 31, 2022 GBP (£)
Recognized Intangible Assets [Abstract]
Gross amount			$ 155,778		$ 155,171
Less: accumulated amortization			(19,769)		(17,329)
Net book value			136,009		$ 137,842
Future amortization expense, remainder of 2025			7,100
Future amortization expense, 2026			9,500
Future amortization expense, 2027			9,500
Future amortization expense, 2028			9,500
Future amortization expense, 2029			9,500
Future amortization expense, 2030			9,500
Future amortization expense, thereafter			81,400
Cost of Revenues [Member]
Recognized Intangible Assets [Abstract]
Amortization of intangible assets			$ 2,400	$ 2,400
GSK [Member]
Intangible Assets [Abstract]
Milestone payable						$ 126,000		£ 100.0
Milestone amount paid		$ 126,000
Welichem Biotech Inc. [Member]
Intangible Assets [Abstract]
Milestone payable						$ 20,000	$ 25.0
Milestone amount paid	$ 20,000

Recent Transactions and Developments	3 Months Ended
Recent Transactions and Developments	Jun. 30, 2024
Recent Transactions and Developments [Abstract]
Recent Transactions and Developments	Note 6—Recent Transactions and Developments Telavant Disposition On December 14, 2023 (the “Transaction Date”), the Company completed the sale of its entire equity interest in its majority-owned subsidiary Telavant to Roche Holdings, Inc. (“Roche”) (the “Roche Transaction”). The Roche Transaction was made pursuant to a Stock Purchase Agreement dated October 22, 2023 among the Company, Telavant, Pfizer Inc. (“Pfizer”), and Roche (the “Stock Purchase Agreement”). Telavant was jointly formed by the Company and Pfizer in November 2022 to develop and commercialize RVT-3101, an anti-TL1A antibody in development for ulcerative colitis (“UC”) and Crohn’s disease, in the U.S. and Japan. Prior to the Roche Transaction, the Company held 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer owned the remaining 25%, in each case on an as-converted basis. Pursuant to the Stock Purchase Agreement, Roche acquired all of the issued and outstanding shares of capital stock of Telavant in exchange for approximately $7.1 billion in cash at the closing of the Roche Transaction and a one-time milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC. The $7.1 billion in closing consideration was paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction, and this same treatment applies to the one-time milestone payment. The Company received an upfront payment of approximately $5.2 billion in cash as its pro rata portion of the consideration upon closing of the Roche Transaction. In June 2024, the one-time milestone was achieved. Accordingly, the Company will receive approximately $110.4 million in cash for its pro rata portion of the milestone payment. The Company recognized a gain on sale of Telavant net assets of $110.4 million related to the one-time milestone payment during the three months ended June 30, 2024 in the accompanying condensed consolidated statements of operations. As of June 30, 2024, the milestone payment receivable of approximately $110.4 million is reflected as part of “Other current assets” on the accompanying condensed consolidated balance sheets. The milestone payment was received on August 2, 2024.

Fair Value Measurements, Changes in Fair Value of the Level 3 Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair value of debt, included in accumulated other comprehensive loss	$ 10,600	$ 0
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	236,108	241,291
Payments related to long-term debt	(1,500)	(7,344)
Issuance of subsidiary shares in connection with Debt Renegotiation	(11,750)
Changes in fair value of debt and liability instruments, included in net (income) loss	$ (118,202)	$ 33,626
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain (Loss) on Fair Value of Debt and Liability Instruments	Gain (Loss) on Fair Value of Debt and Liability Instruments
Changes in fair value of debt, included in accumulated other comprehensive loss	$ 10,600
Balance at end of period	$ 115,256	$ 267,573

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024
Current assets:
Cash and cash equivalents	$ 5,678,514	$ 6,535,706
Other current assets	322,985	196,122
Total current assets	6,001,499	6,731,828
Property and equipment, net	17,840	19,058
Operating lease right-of-use assets	45,313	46,892
Investments measured at fair value	262,979	247,753
Intangible assets, net	136,009	137,842
Other assets	32,808	39,109
Total assets	6,496,448	7,222,482
Current liabilities:
Accounts payable	27,743	53,225
Accrued expenses	138,288	175,586
Operating lease liabilities	9,489	9,893
Current portion of long-term debt (includes $6,000 and $6,000 accounted for under the fair value option at June 30, 2024 and March 31, 2024, respectively)	12,000	12,000
Other current liabilities	27,525	16,054
Total current liabilities	215,045	266,758
Liability instruments measured at fair value	26,887	25,737
Operating lease liabilities, noncurrent	45,853	47,265
Long-term debt, net of current portion (includes $82,369 and $204,371 accounted for under the fair value option at June 30, 2024 and March 31, 2024, respectively)	311,716	430,591
Other liabilities	1,661	3,602
Total liabilities	601,162	773,953
Commitments and contingencies (Note 12)
Shareholders' equity:
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 739,053,106 and 806,677,954 shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively	0	0
Additional paid-in capital	4,781,788	5,396,492
Retained earnings	671,469	576,172
Accumulated other comprehensive loss	(17,948)	(4,083)
Shareholders' equity attributable to Roivant Sciences Ltd.	5,435,309	5,968,581
Noncontrolling interests	459,977	479,948
Total shareholders' equity	5,895,286	6,448,529
Total liabilities and shareholders' equity	$ 6,496,448	$ 7,222,482

Certain Balance Sheet Components

3 Months Ended

Jun. 30, 2024

Certain Balance Sheet Components

Note 7—Certain Balance Sheet Components

(A) Other Current Assets

Other current assets at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

	June 30, 2024		March 31, 2024
Prepaid expenses	$	57,282	$	55,096
Trade receivables, net		79,791		53,545
Restricted cash		5,409		5,367
Inventory		33,997		35,251
Income tax receivable		2,397		1,827
Interest receivable		22,646		27,441
Milestone receivable		110,387		—
Other		11,076		17,595
Total other current assets	$	322,985	$	196,122

(B) Accrued Expenses

Accrued expenses at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

	June 30, 2024		March 31, 2024
Research and development expenses	$	46,455	$	40,313
Compensation-related expenses		37,828		61,242
Sales allowances		27,736		23,277
Other expenses		26,269		50,754
Total accrued expenses	$	138,288	$	175,586

Other current liabilities at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

	June 30, 2024		March 31, 2024
Deferred revenue	$	2,660	$	4,168
Income tax payable		23,442		10,469
Other		1,423		1,417
Total other current liabilities	$	27,525	$	16,054

Share-Based Compensation, CVARs, Employee Stock Purchase Plan and Subsidiary Equity Incentive Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Subsidiary Equity Incentive Plans [Member]
Subsidiary Equity Incentive Plans [Abstract]
Share-based compensation expense	$ 17.5	$ 14.9
CVARs [Member] \| March 2020 CVAR Grants [Member]
Share-Based Compensation [Abstract]
Number of shares outstanding (in shares)	17,548,368
CVARs [Member] \| November 2021 CVAR Grants [Member]
Share-Based Compensation [Abstract]
Number of shares issued (in shares)	290,968
CVARs [Member] \| RSL 2021 EIP [Member] \| November 2021 CVAR Grants [Member]
Capped Value Appreciation Rights [Abstract]
Non-vested balance, beginning (in shares)	1,782,078
Vested (in shares)	(290,968)
Forfeited (in shares)	(65,446)
Non-vested balance, ending (in shares)	1,425,664

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Jun. 30, 2024	Jun. 30, 2023
Income Taxes [Abstract]
Effective tax rate	18.00%	(0.50%)

Net Income (Loss) per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Numerator [Abstract]

Net income (loss) attributable to Roivant Sciences Ltd.

$ 95,297

$ (291,816)

Weighted average shares outstanding, basic (in shares)

735,816,536

759,273,550

Effect of dilutive common stock equivalents (in shares)

45,811,065

Weighted average shares outstanding, diluted (in shares)

781,627,601

759,273,550

Net income (loss) per common share - basic (in dollars per share)

$ 0.13

$ (0.38)

Net income (loss) per common share - diluted (in dollars per share)

$ 0.12

$ (0.38)

Stock Options and Performance Stock Options [Member]

Restricted Stock Units and Performance Stock Units (Non-vested) [Member]

54,648,258

153,051,785

March 2020 CVARs [Member]

5,422,465

21,419,257

November 2021 CVARs (Non-vested) [Member]

^[1]

17,548,368

30,260,772

Restricted Common Stock (Non-vested) [Member]

200,722

2,864,577

Earn-Out Shares (Non-vested) [Member]

255,911

647,530

3,080,387

Warrants [Member]

Other Stock Based Awards and Instruments Issued [Member]

30,690,240

3,924,305

6,102,362

[1]	Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs.

Equity Method Investments	3 Months Ended
Equity Method Investments	Jun. 30, 2024
Equity Method Investments [Abstract]
Equity Method Investments	Note 4—Equity Method Investments The Company maintains equity method investments in certain entities. As of June 30, 2024 and March 31, 2024, the most significant of these were the Company’s investments in Arbutus and Datavant, which are accounted for using the fair value option. The Company determined that it does not control these entities and as a result does not consolidate these entities. Due to the Company’s significant influence over operating and financial policies of these entities, the entities are considered related parties of the Company. Investment in Arbutus The Company holds an investment in Arbutus in the form of 38,847,462 common shares of Arbutus. As of June 30, 2024, RSL held approximately 21% of issued and outstanding shares of Arbutus. At June 30, 2024 and March 31, 2024, the aggregate fair value of the Company’s investment in Arbutus was $120.0 million and $100.2 million, respectively, with the Company recognizing an unrealized gain of $19.8 million and an unrealized loss of $28.4 million on its investment in Arbutus in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2024 and 2023, respectively. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on June 30, 2024 and March 31, 2024 of $3.09 and $2.58, respectively. Investment in Datavant The Company holds an investment in Class A units of Datavant. As of June 30, 2024, the Company’s minority equity interest represented approximately 9% of the outstanding Class A units in Datavant. Datavant’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion rights. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. As of June 30, 2024 and March 31, 2024, the fair value of the Company’s investment was $142.9 million and $147.5 million, respectively, with the Company recognizing an unrealized loss of $4.6 million and an unrealized gain of $20.9 million on its investment in Datavant in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2024 and 2023, respectively. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 14, “Fair Value Measurements” for more information.

Shareholders' Equity	3 Months Ended
Shareholders' Equity	Jun. 30, 2024
Shareholders' Equity [Abstract]
Shareholders' Equity	Note 9—Shareholders’ Equity (A) At-the-Market Equity Offering Program On September 19, 2022, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) to sell its common shares having an aggregate offering price of up to $400.0 million from time to time through an “at-the-market” equity offering program under which Cowen acts as the Company’s agent (the “ATM Facility”). As of June 30, 2024, the Company had $400.0 million of remaining capacity available under the ATM Facility. (B) Share Repurchase Program The Company’s board of directors has authorized a common share repurchase program, allowing for repurchases of common shares in an aggregate amount of up to $1.5 billion (excluding fees and expenses). The repurchase program is funded by available cash and cash equivalents on hand and does not have an expiration date. In April 2024, pursuant to the share repurchase program, the Company entered into a share repurchase agreement with Sumitomo Pharma Co., Ltd. ("Sumitomo") and repurchased all 71,251,083 common shares held by Sumitomo at a purchase price per share of $9.10, for an aggregate purchase price of approximately $648.4 million. (C) Debt Renegotiation In conjunction with the Debt Renegotiation completed in May 2024, RSL entered into an equity commitment letter (the “Equity Commitment Letter”) with Dermavant. Under the Equity Commitment Letter, RSL agreed to contribute $195.0 million (the “Commitment”) to Dermavant in exchange for convertible preferred shares with a 1.5 times liquidation preference on invested capital. RSL has contributed $125.0 million of the Commitment as of June 30, 2024. As part of the Debt Renegotiation, Dermavant issued common shares with an aggregate fair value of $12.9 million to NovaQuest and the holders of the RIPSA, representing approximately 13.2% of Dermavant’s issued and outstanding common and preferred shares (on an as converted basis). The common shares include certain anti-dilution top-up rights tied primarily to RSL’s Commitment.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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