0001193125-21-313597 | S-1 | XBRL Viewer

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Cover	3 Months Ended
Cover	Jun. 30, 2021
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Roivant Sciences Ltd.
Entity Central Index Key	0001635088
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Emerging Growth Company	true
Entity Ex Transition Period	true

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,996,733	$ 2,055,044	$ 2,183,207
Restricted cash	2,711	77,701	2,275
Other current assets	58,165	54,250	33,763
Total current assets	2,057,609	2,186,995	2,219,245
Property and equipment, net	15,550	14,749	8,962
Operating lease right-of-use assets	65,163	62,279	64,970
Restricted cash, net of current portion	8,933	8,931	83,770
Investments measured at fair value	180,359	188,978	93,445
Long-term investment	100,563	100,563	0
Other assets	26,520	27,197	6,659
Total assets	2,454,697	2,589,692	2,477,051
Current liabilities:
Accounts payable	15,014	20,550	10,306
Accrued expenses	73,788	76,936	68,621
Operating lease liabilities	12,055	12,313	7,839
Deferred consideration liability	100,000	100,000	0
Other current liabilities	8,301	9,162	5,352
Total current liabilities	209,158	218,961	92,118
Liability instruments measured at fair value	5,906	67,893	102,373
Operating lease liabilities, noncurrent	65,263	62,384	64,452
Long-term debt	186,350	170,280	108,592
Other liabilities	8,188	8,169	821
Total liabilities	474,865	527,687	368,356
Commitments and Contingencies
Redeemable noncontrolling interest	22,491	22,491	22,491
Shareholders' equity:
Common shares	0	0	0
Additional paid-in capital	3,824,974	3,814,805	3,143,739
Subscription receivable	(100,000)	(100,000)	0
Accumulated deficit	(2,000,645)	(1,918,462)	(1,109,228)
Accumulated other comprehensive (loss) income	(1,207)	1,445	(2,349)
Shareholders' equity attributable to Roivant Sciences Ltd.	1,723,122	1,797,788	2,032,162
Noncontrolling interests	234,219	241,726	54,042
Total shareholders' equity	1,957,341	2,039,514	2,086,204
Total liabilities, redeemable noncontrolling interest and shareholders' equity	$ 2,454,697	$ 2,589,692	$ 2,477,051

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Long term debt accounted under fair value option	$ 155,200	$ 150,100	$ 89,100
Common stock, par or stated value per share	$ 0.0000001	$ 0.0000001	$ 0.0000001
Common stock, shares authorized	100,000,000,000	100,000,000,000	100,000,000,000
Common stock, shares issued	222,669,799	222,669,799	214,879,058
Common stock, shares outstanding	222,669,799	222,669,799	214,879,058

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Revenue, net	$ 7,735	$ 1,576	$ 23,795	$ 67,689
Operating expenses:
Cost of revenues	742	180	2,057	1,131
Research and development	78,626	58,734	832,758	263,217
General and administrative	82,754	57,115	259,878	335,766
Total operating expenses	162,122	116,029	1,094,693	600,114
Loss from operations	(154,387)	(114,453)	(1,070,898)	(532,425)
Other income (expense):
Change in fair value of investments	8,619	(41,148)	(95,533)	136,005
Change in fair value of debt and liability instruments	4,585	17,125	29,845	(13,722)
Gain on termination of Sumitomo Options	(66,472)	0
Gain on deconsolidation of subsidiary	0	(86,516)	(115,364)	(107,344)
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity			(115,364)	(107,344)
Other (income) expense, net	(134)	2,842	8,701	13,622
Loss from continuing operations before income taxes			(898,547)	(560,986)
Loss before income taxes	(100,985)	(6,756)
Income tax expense	93	1,221	1,686	7,124
Loss from continuing operations, net of tax			(900,233)	(568,110)
Income from discontinued operations, net of tax			0	1,578,426
Net loss	(101,078)	(7,977)	(900,233)	1,010,316
Net loss attributable to noncontrolling interests	(18,895)	(4,734)	(90,999)	(190,193)
Net loss attributable to Roivant Sciences Ltd.	(82,183)	(3,243)	(809,234)	1,200,509
Amounts attributable to Roivant Sciences Ltd.:
Loss from continuing operations, net of tax			(809,234)	(519,394)
Income from discontinued operations, net of tax			0	1,719,903
Net (loss) income attributable to Roivant Sciences Ltd.	$ (82,183)	$ (3,243)	$ (809,234)	$ 1,200,509
Basic and diluted net (loss) income per common share:
Basic and diluted loss from continuing operations			$ (3.76)	$ (2.72)
Basic and diluted income from discontinued operations			0	7.85
Net loss per common share—basic and diluted	$ (0.37)	$ (0.02)	$ (3.76)	$ 5.13
Basic and diluted weighted average shares outstanding:
Basic			215,312,273	219,036,630
Diluted			215,312,273	219,036,630
Weighted average shares outstanding—basic and diluted	222,081,975	214,879,058

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Statement of Stockholders' Equity [Abstract]
Net loss	$ (101,078)	$ (7,977)	$ (900,233)	$ 1,010,316
Other comprehensive loss:
Foreign currency translation adjustment	(2,439)	(820)	3,826	(5,536)
Total other comprehensive loss	(2,439)	(820)	3,826	(5,536)
Comprehensive loss	(103,517)	(8,797)	(896,407)	1,004,780
Comprehensive loss attributable to noncontrolling interests	(18,682)	(4,700)	(90,967)	(190,862)
Comprehensive loss attributable to Roivant Sciences Ltd.	$ (84,835)	$ (4,097)	$ (805,440)	$ 1,195,642

- Definition

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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- Definition

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

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands	Total	Redeemable Noncontrolling Interest [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscriptions Receivables [Member]	AOCI Attributable to Parent [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]
Balance, temporary equity at Mar. 31, 2019		$ 50,130
Balance at Mar. 31, 2019	$ 887,169		$ 0	$ 3,024,172	$ 0	$ 2,518	$ (2,309,737)	$ 170,216
Balance, shares at Mar. 31, 2019			213,555,119
Issuance of subsidiary convertible and redeemable preferred stock, net		27,491
Purchase of subsidiary convertible and redeemable preferred stock	(77,777)	(55,130)		(77,777)
Issuance of subsidiary common shares, net of issuance costs paid	117,658			59,052				58,606
Issuance of subsidiary common shares to the Company				(9,962)				9,962
Purchase of subsidiary common shares	(65,544)			(62,913)				(2,631)
Issuance of subsidiary warrants	907							907
Exercise of subsidiary stock options	1,407			875				532
Issuance of the Company's common shares	999,193			999,193
Issuance of the Company's common shares, net, shares			26,952,143
Repurchase of common shares and other equity instruments	(990,014)			(990,014)
Repurchase of common shares and other equity instruments, shares			(25,625,933)
Sale of interests in subsidiaries	(43,398)							(43,398)
Issuance of equity by subsidiary upon Business Combination and recapitalization	104,686			69,379				35,307
Issuance of equity by subsidiary to the Company upon Business Combination and recapitalization				(2,559)				2,559
Conversion of subsidiary convertible promissory notes	33,087			21,928				11,159
Issuance of equity instruments	24,842			24,842
Settlement in equity of liability-classified instruments	13,119			13,119
Deconsolidation of subsidiary	(46,483)							(46,483)
Cash contributions to majority-owned subsidiaries				(4,699)				4,699
Share-based compensation	122,572			79,103				43,469
Share-based compensation, shares			(2,271)
Foreign currency translation adjustment	(5,536)					(4,867)		(669)
Net loss	1,010,316						1,200,509	(190,193)
Balance, temporary equity at Mar. 31, 2020		22,491
Balance at Mar. 31, 2020	2,086,204	22,491	$ 0	3,143,739	0	(2,349)	(1,109,228)	54,042
Balance, shares at Mar. 31, 2020			214,879,058
Issuance of subsidiary common shares, net of issuance costs paid	181,180			104,581				76,599
Issuance of subsidiary common shares to the Company	0			(6,342)				6,342
Exercise of subsidiary stock options	63			36				27
Deconsolidation of subsidiary	(3,054)							(3,054)
Repurchase of equity awards	(113)			(113)
Cash contributions to majority-owned subsidiaries	0			(149)				149
Share-based compensation	14,278			9,285				4,993
Foreign currency translation adjustment	(820)					(854)		34
Net loss	(7,977)						(3,243)	(4,734)
Balance at Jun. 30, 2020	2,269,761	22,491	$ 0	3,251,037	0	(3,203)	(1,112,471)	134,398
Balance, shares at Jun. 30, 2020			214,879,058
Balance, temporary equity at Mar. 31, 2020		22,491
Balance at Mar. 31, 2020	2,086,204	22,491	$ 0	3,143,739	0	(2,349)	(1,109,228)	54,042
Balance, shares at Mar. 31, 2020			214,879,058
Issuance of subsidiary common shares, net of issuance costs paid	456,097			324,995	(100,000)			231,102
Issuance of subsidiary common shares to the Company				(11,692)				11,692
Issuance of the Company's common shares	301,744	0	$ 0	301,744	0	0	0	0
Issuance of the Company's common shares, net, shares			7,202,917
Exercise of subsidiary stock options and vesting of subsidiary restricted stock units	907			522				385
Deconsolidation of subsidiary	(3,054)							(3,054)
Consolidation of unconsolidated entity	9,178							9,178
Repurchase of equity awards	(113)			(113)
Cash contributions to majority-owned subsidiaries				(1,642)				1,642
Share-based compensation	84,958			57,252				27,706
Share-based compensation, shares			587,824
Foreign currency translation adjustment	3,826					3,794		32
Net loss	(900,233)						(809,234)	(90,999)
Balance, temporary equity at Mar. 31, 2021		22,491
Balance at Mar. 31, 2021	2,039,514	22,491	$ 0	3,814,805	(100,000)	1,445	(1,918,462)	241,726
Balance, shares at Mar. 31, 2021			222,669,799
Issuance of subsidiary warrants	2,075			2,051				24
Cash contributions to majority-owned subsidiaries	0			(2,973)				2,973
Share-based compensation	19,269			11,091				8,178
Foreign currency translation adjustment	(2,439)					(2,652)		213
Net loss	(101,078)						(82,183)	(18,895)
Balance at Jun. 30, 2021	$ 1,957,341	$ 22,491	$ 0	$ 3,824,974	$ (100,000)	$ (1,207)	$ (2,000,645)	$ 234,219
Balance, shares at Jun. 30, 2021			222,669,799

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (101,078)	$ (7,977)	$ (900,233)	$ 1,010,316
Adjustments to reconcile net loss to net cash used in operating activities:
Acquired in-processresearch and development			351,523	16,405
Unrealized foreign currency translation adjustment	(2,439)	(820)	3,826	(5,536)
Share-based compensation	19,269	14,278	84,958	122,572
Gain on sale of business			0	(1,985,949)
Change in fair value of investments	8,619	(41,148)	(95,533)	136,005
Change in fair value of debt and liability instruments	4,585	17,125	29,845	(13,722)
Gain on deconsolidation of subsidiary	0	(86,516)	(115,364)	(107,344)
Gain on termination of Sumitomo Options	(61,472)	0
Loss from equity method investment	0	3,750	3,750	21,386
Other	838	3,307	13,152	31,821
Changes in assets and liabilities, net of effects from acquisition and divestiture:
Accounts payable	(6,343)	7,501	3,752	6,598
Accrued expenses	(7,340)	(15,982)	9,225	14,845
Deferred consideration liability			100,000	0
Operating lease liabilities	(1,957)	(1,769)	(5,497)	(8,419)
Other	3,709	(3,736)	(35,542)	2,272
Net cash used in operating activities	(141,170)	(111,167)	(552,138)	(758,750)
Cash flows from investing activities:
Proceeds from sale of business, net of cash disposed			0	1,772,191
Cash disposed upon deconsolidation of subsidiary	0	(19,085)	(19,085)	(20,049)
Cash acquired upon consolidation of unconsolidated entity			21,439	0
Investments in unconsolidated entities	0	(6,250)	(28,250)	(36,300)
Purchase of marketable securities			0	(32,076)
Maturity of marketable securities			0	16,440
Acquisitions, net of cash acquired			0	(500)
Purchase of property and equipment	(2,339)	(306)	(5,806)	(4,916)
Net cash used in investing activities	(2,339)	(25,641)	(31,702)	1,694,790
Cash flows from financing activities:
Proceeds from issuance of the Company's common shares, net			0	999,193
Repurchase of equity awards	0	(113)	(113)	(990,014)
Proceeds from issuance of liability instruments			0	101,567
Proceeds from issuance of subsidiary common shares, net of issuance costs paid	0	181,180	455,756	117,658
Proceeds from issuance of equity by subsidiary upon Business Combination and recapitalization			0	105,930
Purchase of subsidiary common shares			0	(65,544)
Proceeds from issuance of subsidiary convertible and redeemable preferred stock, net			0	28,455
Purchase of subsidiary convertible and redeemable preferred stock			0	(132,907)
Proceeds from subsidiary debt financings, net of financing costs paid	36,400	0	0	83,781
Repayment of long-term debt by subsidiary	(21,590)	0	0	(32,063)
Offering costs paid			(286)	(3,082)
Payment of deferred offering and loan origination costs	(4,600)	0	0	(300)
Proceeds from exercise of subsidiary stock options	0	63	907	1,407
Net cash provided by financing activities	10,210	181,130	456,264	214,081
Net change in cash, cash equivalents and restricted cash	(133,299)	44,322	(127,576)	1,150,121
Cash, cash equivalents and restricted cash at beginning of period	2,141,676	2,269,252	2,269,252	1,119,131
Cash, cash equivalents and restricted cash at end of period	2,008,377	2,313,574	2,141,676	2,269,252
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities	4,579	555	5,491	56,025
Operating lease right-of-use assets and operating lease liabilities, including amounts reclassified from other current liabilities and other liabilities to operating lease liabilities, recognized upon the adoption of ASC 842, Leases, on April 1, 2019			0	43,026
Issuance of subsidiary warrant in connection with debt financing	2,075	0
Deferred offering and financing costs included in accounts payable and accrued expenses	$ 4,999	$ 0
Other			(960)	3,601
Supplemental disclosure of noncash activities:
Conversion Of Subsidiary Convertible Promissory Notes To Common Shares			0	32,500
Subscription Receivable Related To Issuance Of Subsidiary Common Shares			100,000	0
Supplemental disclosure of cash paid:
Income taxes paid			4,076	4,936
Interest paid			$ 2,017	$ 12,158

Description of Business and Liquidity	3 Months Ended	12 Months Ended
Description of Business and Liquidity	Jun. 30, 2021	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [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 health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. 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 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities . (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of June 30, 2021, the Company had cash and cash equivalents of approximately $2.0 billion and its accumulated deficit was approximately $2.0 billion. For the three months ended June 30, 2021 and 2020, the Company incurred net losses of $101.1 million and $8.0 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. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. 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.	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 health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. 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 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2021, the Company had cash and cash equivalents of approximately $2.1 billion and its accumulated deficit was approximately $1.9 billion. For the years ended March 31, 2021 and 2020, the Company incurred losses from continuing operations of $900.2 million and $568.1 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. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. 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 consolidated financial statements.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

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 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 for the fiscal year ended March 31, 2021 issued on June 30, 2021. The unaudited condensed consolidated balance sheet at March 31, 2021 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. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022, 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 percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. 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 RSL’s 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.

There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2021 issued on June 30, 2021.

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

(B) Use of Estimates

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.

Additionally, the Company assessed the impact that the

COVID-19

pandemic has had on its operations and financial results as of June 30, 2021 and through the issuance of these condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact

COVID-19

may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses.

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, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights.

(D) Concentrations of Credit Risk

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.

(E) 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.

Restricted cash classified as a current asset consists of legally restricted

non-interest

bearing deposit accounts relating to the Company’s corporate credit card programs. Restricted cash classified as a long-term asset consists of restricted deposit accounts related to irrevocable standby letters of credit. As of March 31, 2021, restricted cash classified as a current asset included $75.0 million held in escrow for the purpose of fulfilling certain indemnification obligations. The full escrow amount of $75.0 million was disbursed to the Company in June 2021. See Note 4, “Sumitomo Transaction Agreement” for additional information.

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


	June 30, 2021		March 31, 2021
Cash and cash equivalents	$	1,996,733	$	2,055,044
Restricted cash		11,644		86,632

Cash, cash equivalents and restricted cash	$	2,008,377	$	2,141,676

(F) 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 litigation, including an estimable range, if possible

(G) Investments

For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other (income) expense, net” on the condensed consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

Investments in equity securities may also 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 3, “Investments.”

(H) Research and Development

Expenses

Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing

review

of the

level

effort

and costs

actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as R&D. Milestone payments made in connection

with

regulatory

approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. R&D costs primarily consist of the intellectual property and R&D materials acquired and expenses from third parties who conduct R&D activities on behalf of the

Company

The Company evaluates

in-licensed

agreements for

in-process

research and development projects (“IPR&D”) to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the

in-licensed

agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as R&D expense in its condensed consolidated statements of operations. The Company initially recognizes contingent consideration in an asset acquisition at fair value. The carrying value of contingent consideration is subsequently adjusted when the contingency is resolved and is paid or becomes payable.

(I) Fair Value Measurements

The Company utilizes fair value measurement guidance prescribed by accounting standards 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”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.

Level-1

of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. 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.

(J) Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

No. 2020-06”).

ASU

No. 2020-06

will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. ASU

No. 2020-06

also removes certain settlement conditions that are required for equity contracts to qualify for the derivatives scope exception, which will permit more equity contracts to qualify for it. Either a modified retrospective transition method or a fully retrospective transition method is permissible for the adoption of this standard. Update

No. 2020-06

is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The early-adoption of ASU

No. 2020-06

on April 1, 2021 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

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 audited consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

(“ASU”) of the Financial Accounting Standards Board (“FASB”). The 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 consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its consolidated balance sheets.

Additionally, the Company concluded that the disposition of RSL’s ownership interests in Myovant Sciences Ltd. (“Myovant”), Urovant Sciences Ltd. (“Urovant”), Enzyvant Therapeutics Ltd. (“Enzyvant”), Altavant Sciences Ltd. (“Altavant”), and Spirovant Sciences Ltd. (“Spirovant”) (collectively, the “Sumitovant Vants”), pursuant to the transaction agreement entered into with Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) on October 31, 2019 (the “Sumitomo Transaction Agreement”) that closed on December 27, 2019 (the “Sumitomo Transaction”), met the requirements to be presented as discontinued operations. As such, results relating to the transferred interests prior to disposition are classified as discontinued operations in prior period consolidated financial statements. See Note 5, “Sumitomo Transaction Agreement” and Note 6, “Discontinued Operations” for further discussion. Certain prior year amounts were reclassified to conform to current year presentation.

(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.

Additionally, the Company assessed the impact that the

COVID-19

pandemic has had on its operations and financial results as of March 31, 2021 and through the issuance of these consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact

COVID-19

may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses.

(D) Concentrations of Credit Risk

(E) Cash, Cash Equivalents, and Restricted Cash

Restricted cash classified as a current asset consists of the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted

non-interest

bearing deposit account relating to the Company’s corporate credit card program. Restricted cash classified as a long-term asset consists of restricted deposit accounts related to irrevocable standby letters of credit.

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


	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	2,055,044	$	2,183,207
Restricted cash		86,632		86,045

Cash, cash equivalents and restricted cash	$	2,141,676	$	2,269,252

(F) Trade Receivables, Net

The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of March 31, 2021 and 2020. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets.

(G) Contingencies

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 litigation, including an estimable range, if possible.

(H) Property and Equipment

Property and equipment, consisting primarily of computers, equipment, furniture and fixtures, software, and leasehold improvements, is recorded at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets once the asset has been placed in service. Leasehold improvements are amortized using the straight-line method over the estimated useful life or remaining lease term, whichever is shorter. The following table provides the range of estimated useful lives used for each asset type:


Property and Equipment		Estimated Useful Life
Computers		3 years
Equipment		5 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets.

(I) Investments

For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense, net” on the consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

(J) Research and Development Expenses

review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as R&D. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. R&D costs primarily consist of the intellectual property and R&D materials acquired and expenses from third parties who conduct R&D activities on behalf of the Company.

The Company evaluates

in-licensed

agreements for

in-process

research and development projects (“IPR&D”) to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the

in-licensed

agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as R&D expense in its consolidated statements of operations. The Company initially recognizes contingent consideration in an asset acquisition at fair value. The carrying value of contingent consideration is subsequently adjusted when the contingency is resolved and is paid or becomes payable.

(K) General and Administrative Expenses

General and administrative (“G&A”) expenses consist primarily of employee-related expenses for G&A personnel, including those responsible for the identification and acquisition or

in-license

of new drug candidates as well as for overseeing Vant operations and facilitating the use of the Company’s platform and technologies at Vants. G&A expenses also consist of legal and accounting fees, consulting services and other operating costs relating to corporate matters and daily operations. G&A expenses include costs incurred relating to the identification, acquisition or

in-license

and technology transfer of promising drug candidates along with costs incurred relating to the integration of new technologies.

(L) Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company’s deferred tax assets will be realizable. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

(M) Share-Based Compensation

Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation

expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method.

The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model.

Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for

pre-vesting

award forfeitures when they occur.

As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares for RSL and privately held Vants. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercises reasonable judgment and considers numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considers factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions, the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions.

(N) 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

2-Valuations

•

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.

The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.

The shares of Arbutus and Sio 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 Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The liability instruments issued, including the Sumitomo Options, 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, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. 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. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. 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.

(O) Foreign Currency

Assets and liabilities of foreign operations are translated using exchange rates in effect at the balance sheet date and their results of operations are translated using average exchange rates for the year. Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Adjustments resulting from the translation of the financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of shareholders’ equity. Foreign exchange transaction gains and losses are included in “Other expense, net” in the Company’s statements of operations.

(P) Revenue Recognition

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation.

The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining

when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below.

•

Licenses of intellectual property:

If the licenses to intellectual property are determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from

non-refundable,

upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are not distinct from other promises, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from

non-refundable,

upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the related revenue recognition accordingly.

•

Milestone payments:

At the inception of each arrangement that includes research, development or regulatory milestone payments, the Company

evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company

re-evaluates

the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price on a cumulative

catch-up

basis in earnings in the period of the adjustment.

•

Royalties and commercial milestone payments:

For arrangements that include sales-based royalties, including commercial milestone payments

based on a

pre-specified

level of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee.

Revenue is also generated by certain technology-focused Vants from subscription and service-based fees recognized for the use of certain technology developed by these Vants. Subscription revenue is recognized ratably over the contract period.

(Q) Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU

No. 2016-13,

“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU

No. 2016-13”),

which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU

No. 2016-13

replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on

available-for-sale

debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU

No. 2016-13

is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of ASU

No. 2016-13

on April 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

(R) Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

No. 2020-06”).

ASU

No. 2020-06

is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The adoption of ASU

No. 2020-06

is not expected to have a material impact on the Company’s consolidated financial statements.

Investments	3 Months Ended	12 Months Ended
Investments	Jun. 30, 2021	Mar. 31, 2021
Investments, All Other Investments [Abstract]
Investments	Note 3—Investments (A) Investments Measured at Fair Value Investment in Arbutus RSL owns 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares that are mandatorily convertible into shares of Arbutus common stock on October 18, 2021 subject to conversion earlier upon a sale, merger or other transaction considered a fundamental change of control of Arbutus. The Arbutus Preferred Shares are non-voting and are convertible into common shares of Arbutus based on the subscription price plus 8.75% per annum, compounded annually, divided by a conversion price of $7.13 per share (which represented a 15% premium to the closing price of $6.20 per share on September 29, 2017). The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At June 30, 2021, RSL held 32% of issued and outstanding shares of Arbutus, including the conversion of the Arbutus Preferred Shares held by RSL into common shares. At June 30, 2021 and March 31, 2021, the aggregate fair value of the RSL investment in Arbutus was $117.7 million and $129.4 million, respectively, with the Company recognizing an unrealized loss on its investments in Arbutus of $11.7 million and an unrealized gain of $31.5 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021 and 2020, respectively. The fair value of the common stock and preferred shares held by the Company was determined using the closing price of Arbutus’s common stock on June 30, 2021 and March 31, 2021 of $3.03 and $3.33, respectively . Investment in Sio Following the completion of Sio’s underwritten public offering in February 2020, RSL’s ownership interest fell below 50.0 %. As such, the Company no longer has a controlling financial interest in Sio. Accordingly, the Company deconsolidated Sio in February 2020. Due to the Company’s significant influence over operating and financial policies, Sio remains a related party of the Company following deconsolidation. As the Company still has the ability to exercise significant influence over the operating and financial policies of Sio, the Company has determined that its retained interest represents an equity method investment after the date of deconsolidation. Upon deconsolidation, the retained interest was recorded at fair market value based on the closing price of Sio’s common stock. The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. At June 30, 2021, RSL held 27% of Sio’s issued and outstanding common shares. At June 30, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $50.7 million and $48.5 million, respectively, with the Company recognizing unrealized gains on its investment in Sio of $2.2 million and $7.1 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021 and 2020, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on June 30, 2021 and March 31, 2021 of $2.73 and $2.61, respectively. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $11.9 million and $11.1 million as of June 30, 2021 and March 31, 2021, respectively. (B) Investment Accounted for Using Measurement Alternative Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. The Company accounts for its investment in Datavant using the measurement alternative to fair value. The investment will be remeasured upon future observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2020. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise. At June 30, 2021 and March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million. In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies, subject to regulatory approvals. See Note 14, “Subsequent Events” for additional information.	Note 3—Investments (A) Investments Measured at Fair Value Investment in Arbutus RSL owns 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares that are mandatorily convertible into shares of Arbutus common stock on October 18, 2021 subject to conversion earlier upon a sale, merger or other transaction considered a fundamental change of control of Arbutus. The Arbutus Preferred Shares are non-voting and are convertible into common shares of Arbutus based on the subscription price plus 8.75% per annum, compounded annually, divided by a conversion price of $7.13 per share (which represented a 15% premium to the closing price of $6.20 per share on September 29, 2017). RSL’s investments in Arbutus have been measured using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. After conversion of the Arbutus Preferred Shares into common shares, based on the number of Arbutus’s common shares outstanding on October 2, 2017, the Company would hold 49.90% of Arbutus’s common shares. In addition, the Company agreed to a four-year standstill to not acquire greater than 49.99% of common shares or securities convertible into common shares of Arbutus. At March 31, 2021 and 2020, the aggregate fair value of the Company’s investment in Arbutus was $129.4 million and $39.2 million, respectively, with the Company recognizing an unrealized gain on its investments in Arbutus of $90.2 million and an unrealized loss of $99.9 million in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020, respectively. The fair value of the common stock and preferred shares held by the Company was determined using the closing price of Arbutus’s common stock on March 31, 2021 and 2020 of $3.33 and $1.01, respectively. Investment in Sio Following the completion of Sio’s underwritten public offering in February 2020, RSL’s ownership interest fell below 50.0%. As such, the Company no longer has a controlling financial interest in Sio. Accordingly, the Company deconsolidated Sio in February 2020. Due to the Company’s significant influence over operating and financial policies, Sio remains a related party of the Company following deconsolidation. As the Company still has the ability to exercise significant influence over the operating and financial policies of Sio, the Company has determined that its retained interest represents an equity method investment after the date of deconsolidation. Upon deconsolidation, the retained interest was recorded at fair market value based on the closing price of Sio’s common stock. The Company recognized a gain on deconsolidation of $107.3 million in the accompanying consolidated statements of operations for the year ended March 31, 2020. The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. At March 31, 2021 and 2020, the fair value of the Company’s investment in Sio was $48.5 million and $45.3 million, respectively, with the Company recognizing an unrealized gain on its investment in Sio of $3.2 million and an unrealized loss of $31.6 million in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on March 31, 2021 and 2020 of $2.61 and $2.44, respectively. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $11.1 million and $8.9 million as of March 31, 2021 and 2020, respectively. (B) Investment Accounted for Using Measurement Alternative Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. The Company accounts for its investment in Datavant using the measurement alternative to fair value. The investment will be remeasured upon future observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise. At March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million.

Asset Acquisitions and License Agreements

12 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Asset Acquisitions and License Agreements

Note 4—Asset Acquisitions and License Agreements

During the years ended March 31, 2021 and 2020, the Company, directly or indirectly through Vants, completed the following key asset acquisitions and license agreements. The Company evaluated the below agreements, except the collaboration and license agreement entered into between Dermavant and Japan Tobacco Inc. that is evaluated separately below, and determined that the acquired assets did not meet the definition of a business as substantially all the fair value of the assets acquired were concentrated in a single asset or group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of an assembled workforce and early stage of development and thus, each transaction was accounted for as an asset acquisition.

The Company then evaluated whether each

in-process

research and development asset had an alternative future use and concluded it did not. As a result, the Company recorded the consideration attributable to

in-process

research and development under the below agreements as research and development expense in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020.

Dermavant

In August 2018, Dermavant acquired the worldwide rights (other than with respect to certain rights in China) to tapinarof, an investigational therapeutic aryl hydrocarbon receptor modulating agent for the treatment of psoriasis and atopic dermatitis, from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”). GSK previously acquired rights to a predecessor formulation of tapinarof from Welichem Biotech Inc. (“Welichem”) pursuant to an asset

purchase agreement between GSK and Welichem entered into in May 2012 (the “Welichem Agreement”). Under the GSK Agreement, Dermavant made an upfront payment of £150.0 million (approximately $191 million) and agreed to a contingent payment of £100.0 million (approximately $133 million) upon the first approval of an NDA by the FDA for a product that contains tapinarof. Dermavant assumed responsibility for all obligations under the Welichem Agreement, including payment of up to C$180.0 million (approximately $137 million) in potential development and commercial milestones. The purchase was funded in part by a $117.5 million borrowing from NovaQuest

Co-Investment

Fund VIII, L.P. (“NovaQuest”), an affiliate of NovaQuest Capital Management, LLC, as described in Note 8, “Long-Term Debt.” In connection with the GSK Agreement, Dermavant and GSK have entered into a clinical manufacturing and supply agreement for tapinarof pursuant to which Dermavant will obtain supply of tapinarof for clinical trials on a cost-plus basis. In May 2019, Dermavant achieved a development and regulatory milestone under the GSK Agreement, which resulted in a C$30.0 million (approximately $23 million) milestone payment that Dermavant subsequently paid to Welichem in August 2019. The milestone payment was recorded as research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2020.

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. Under the terms of the license agreement, Dermavant received a nonrefundable, upfront payment of $60.0 million in January 2020 and may receive up to $53.0 million upon the achievement of certain development milestones for tapinarof for the treatment of psoriasis and atopic dermatitis. In addition, Dermavant will have the right to receive royalties based on product sales of tapinarof in the indications.

The Company evaluated the collaboration and license agreement and concluded that JT is a customer. The Company’s performance obligations under the agreement are the following: (i) an exclusive license to JT of the right to develop, register and market tapinarof in Japan and (ii) the associated transfer to JT of technology and

know-how

related to the license. The Company determined that the monetary value of participation in the Joint Steering Committee under the agreement was immaterial in the context of the contract and therefore was disregarded when identifying the performance obligations. The Company determined that the exclusive license is not capable of being distinct from the associated technology transfer because the customer cannot benefit from or utilize the license without the technology and

know-how

transfer and as such does not have standalone value as JT cannot benefit from the exclusive license without the associated technology and

know-how

transfer. Accordingly, the Company concluded that these performance obligations should be combined into a single performance obligation.

Based on management’s evaluation, the

non-refundable,

up-front

payment of $60.0 million constituted the amount of consideration to be included in the transaction price. The remaining $53.0 million of consideration related to potential development and regulatory approval milestones constitutes variable consideration and has not been recognized because of the inherent uncertainty of the occurrence of the future events and because it is highly susceptible to factors outside of the Company’s control. Any consideration related to potential royalty payments will be recognized when the related sales occur, since these amounts have been determined to relate predominantly to the license granted to JT and therefore are recognized at the later of when the performance obligations are satisfied or the related sales occur. The Company will

re-evaluate

the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Upon transfer of the technology and

know-how

related to the license, the Company recognized the $60.0 million

non-refundable

upfront payment as license revenue in the accompanying consolidated statements of operations for the year ended March 31, 2020.

Genevant

In July 2020, RSL increased its investment in Genevant Sciences Ltd. (“Genevant”) as part of a recapitalization transaction (the “Recapitalization”). Genevant, an entity focused on the discovery, development, and commercialization of a broad range of

RNA-based

therapeutics enabled by Arbutus’ proprietary lipid nanoparticle and ligand conjugate delivery technologies, was created in April 2018 as part of an agreement between RSL and Arbutus. As part of the initial transaction entered into in April 2018, RSL contributed $38.7 million in cash, including transaction costs, for an equity ownership interest in Genevant. Prior to the Recapitalization, RSL accounted for its investment in Genevant under the equity method of accounting as it had determined that it was not the primary beneficiary of Genevant since it did not have the power to direct its most significant activities. Additionally, RSL made additional investments in the form of promissory notes issued by Genevant amounting to $20.1 million aggregate principal amount outstanding (the “Genevant Outstanding Notes”) prior to the Recapitalization. RSL applied its share of losses relating to its equity method investment in Genevant against the Company’s carrying value of its investment in Genevant’s common shares and against the carrying value of the Genevant Outstanding Notes. The carrying value of RSL’s investment in Genevant was reduced to zero prior to the Recapitalization.

Pursuant to the Recapitalization, the following transactions were completed:

•

Genevant issued 74,272,043 common shares to RSL for an aggregated purchase price of $20.5 million;

•

$15.1 million aggregate principal amount of the Genevant Outstanding Notes were converted into 54,526,549 common shares; and

•

Genevant issued 9,057,566 common shares to Arbutus for an aggregated purchase price of $2.5 million.

Following the Recapitalization, RSL held an 82.9% controlling interest in Genevant.

Concurrent with the Recapitalization, the composition of Genevant’s Board of Directors was restructured to include two directors designated by RSL and one director who is a senior officer of Genevant.

As a result of the Recapitalization and changes to the

bye-laws,

RSL determined that it controls the most significant activities of Genevant and is the primary beneficiary of Genevant following the Recapitalization. As such, RSL began consolidating Genevant into the Company’s consolidated financial statements from the date of the Recapitalization. The Company evaluated the acquired set of assets and activities and determined that the acquired set did not meet the definition of a business and thus the transaction was not considered a business combination.

The transactions completed as part of the Recapitalization represent an acquisition achieved in stages, which required the remeasurement of RSL’s previously held interest in Genevant. As such, RSL’s investments in Genevant were remeasured to fair value of $28.8 million, also resulting in a gain of $28.8 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. Along with the fair value of noncontrolling interests in Genevant of $9.2 million and cash paid of $20.5 million for common shares of Genevant as part of the Recapitalization, total consideration paid was $58.5 million. Of this amount, $41.4 million was attributed to

in-process

research and development, which was determined by the Company to have not reached technological feasibility and therefore have no alternative future use. Accordingly, the Company recorded $41.4 million as research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2021.

Proteovant

In November 2020, Proteovant Sciences, Inc. (formerly known as Pharmavant 5, Inc.) (“ProteoVant”) entered into a stock purchase agreement to acquire Oncopia Therapeutics, Inc. (“Oncopia”), a preclinical biotechnology

company developing small molecule protein degraders primarily against certain oncology targets. Upfront proceeds to Oncopia’s shareholders were $105.0 million, prior to certain adjustments in accordance with the terms of the agreement. Proteovant is also obligated to make future development and commercial milestone payments of up to $100.0 million for the first product targeting each of the two specified initial targets, and up to $51.0 million for the first product targeting each of certain specified additional molecular targets. Additionally, the Company’s investments in promissory notes issued by Oncopia for an aggregate principal amount of $11.5 million were settled through either conversion to equity or cancellation.

Oncopia’s intellectual property was developed by the University of Michigan laboratory run by Oncopia’s

co-founder

(the

“Co-Founder”).

In connection with Proteovant’s acquisition, Oncopia amended and restated its existing license agreements with the University of Michigan. Under the new license agreement, Oncopia will be obligated to make future development and commercial milestone payments of up to $8.6 million for the first product for each molecular target covered by intellectual property included in the agreement, in addition to paying tiered royalties on net sales ranging from

low-

mid-single

digits, subject to certain adjustments.

The

Co-Founder’s

lab at the University of Michigan had been providing

on-going

discovery and optimization services to Oncopia under a sponsored research agreement (the “SRA”). Immediately after closing the acquisition, Oncopia extended the SRA through at least December 31, 2023, and expanded the potential molecular targets to be pursued under the SRA. As revised, Oncopia is obligated to pay the University of Michigan approximately $15.5 million under the SRA.

Lastly, in connection with the acquisition of Oncopia, the

Co-Founder

entered into an agreement with the Company to serve as a consultant. In exchange for these services, the Company has agreed to grant the

Co-Founder

RSL restricted stock units for which the majority will vest upon achievement of development milestones for products directed to targets for which no milestones are payable to Oncopia shareholders and the remaining portion will be subject to time-based service requirements. All of these restricted stock units are subject to a liquidity requirement to vest. The Company will also make a cash payment to the

Co-Founder

upon achievement of development milestones for each such product.

During the year ended March 31, 2021, the Company recorded $116.5 million, relating to the net upfront cash payment of $101.2 million, settlement of promissory notes receivable, including accrued interest, of $11.9 million, and fair value of future contingent consideration payments of $3.4 million, as research and development expense in the accompanying consolidated statements of operations.

In December 2020, RSL, Proteovant and SK, Inc. (formerly known as SK Holdings Co., Ltd.) (“SK”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. In January 2021, in accordance with the terms of the Subscription Agreement, SK made the first payment of $100.0 million to Proteovant. A second $100.0 million payment is expected to be made by SK to Proteovant on or about July 12, 2021, the date six months from the closing date. The second $100.0 million payment is classified as a subscription receivable in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of March 31, 2021.

Affivant

In November 2020, RSL and its indirect subsidiary Affivant Sciences GmbH (“Affivant”) entered into a licensing and strategic collaboration agreement with Affimed N.V. (“Affimed”) to develop and commercialize novel innate cell engagers for multiple cancer targets in exchange for consideration that includes $40.0 million in upfront cash and

pre-paid

R&D funding and $20.0 million of newly issued shares in RSL. Affimed could receive further short-term proceeds in the form of option fees contingent on the commencement of additional programs contemplated under the agreement. Affimed is eligible to receive up to an additional approximately $2.0 billion in milestones over time upon achievement of specified development, regulatory and commercial milestones, as well as tiered royalties on net sales.

Acquisition of Silicon Therapeutics

In March 2021, the Company completed the acquisition of the business of Silicon Therapeutics, LLC (“SiTX”), a physics-driven computational drug discovery company, for total consideration of approximately $450.0 million, with additional cash payments payable subject to the satisfaction of certain regulatory and commercial milestones. This acquisition did not include one of SiTX’s subsidiaries, Silicon SWAT, Inc. Approximately $350.0 million of the consideration was payable primarily in the Company’s common stock at or near closing of the acquisition (the “First Tranche”). At closing of the acquisition, the Company issued 7,316,583 common shares and paid approximately $14.0 million in cash, net of cash received, to SiTX after giving effect to certain transaction adjustments and holdbacks. The remainder of the First Tranche is expected to be paid in a combination of common shares and cash as certain holdbacks are released. Approximately $100.0 million (the “Second Tranche Consideration”) is payable to SiTX on the earlier of (x) approximately 30 to 60 days following the public listing of the Company’s common shares, in either cash or common shares (at the Company’s election), and (y) 12 months following the closing of the acquisition, in cash.

The transaction was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset, IPR&D related to the computational drug discovery platform that designs and develops small molecule therapeutics. For accounting purposes, the fair value of consideration transferred was $402.4 million, consisting of $281.7 million relating to the fair value of common shares issued upfront and expected to be issued shortly thereafter; $105.1 million relating to the fair value of liabilities due to the sellers, including the Second Tranche Consideration, future contingent consideration payments, and closing consideration to be paid in cash; and cash of $15.6 million paid at closing. Of this amount, $399.6 million was attributed to IPR&D, which was determined to have no alternative future use. Accordingly, the Company recorded $399.6 million as research and development expense in the accompanying consolidated statement of operations for the year ended March 31, 2021.

In connection with the transaction, the vesting of certain outstanding SiTX share-based compensation awards held by employees of SiTX was discretionarily accelerated at closing. As a result, the Company recorded share-based compensation expense of $23.5 million in the accompanying consolidated statements of operations for the year ended March 31, 2021.

In addition, certain share-based compensation awards of SiTX were exchanged with restricted common stock of the Company, subject to certain service-based vesting requirements, with a fair value of $22.6 million. Of this amount, $15.6 million was attributed to precombination service and therefore included in the total fair value of consideration transferred. Refer to Note 11, “Share-Based Compensation,” for additional detail regarding this restricted common stock.

Sumitomo Transaction Agreement	3 Months Ended	12 Months Ended
Sumitomo Transaction Agreement	Jun. 30, 2021	Mar. 31, 2021
Transaction Agreement [Abstract]
Sumitomo Transaction Agreement	Note 4—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) completed the transactions contemplated by the transaction agreement by and between RSL and Sumitomo, dated as of October 31, 2019 (the “Sumitomo Transaction Agreement”). Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant Sciences Ltd., Urovant Sciences Ltd., Enzyvant Therapeutics Ltd., Altavant Sciences Ltd. and Spirovant Sciences Ltd. (collectively, the “Sumitovant Vants”) to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant Sciences Ltd. (“Genevant”), Lysovant Sciences Ltd., Metavant Sciences Ltd., Roivant Asia Cell Therapy Holdings Ltd., and Sinovant Sciences HK Limited (collectively, the “Option Vants”)), (ii) (a) transferred the proprietary technology platform DrugOme to Sumitomo (for which RSL retains a perpetual royalty free license for internal use) and (b) licensed the Digital Innovation technology platform to Sumitomo (for which both parties retain ongoing access) and (iii) transferred 26,952,143 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash. Additionally, $75.0 million was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. The full escrow amount of $75.0 million was disbursed to the Company in June 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved an exchange and offer to repurchase RSL equity securities for up to $ 1.0 billion of the proceeds received from Sumitomo. Concurrently with the Sumitomo Transaction Agreement, (i) RSL, Sumitomo and Sumitovant entered into a transition services agreement, whereby each of the parties thereto agreed to provide certain services to one another at cost for a period of time following the Sumitomo Closing Date and (ii) RSL and Sumitomo entered into a strategic cooperation agreement relating to certain ongoing technology-related collaborations between the parties. Pursuant to the terms of the transition services agreement and strategic cooperation agreement, RSL billed Sumitovant $0.3 million and $0.4 million, net of amounts billed by Sumitovant to RSL, during the three months ended June 30, 2021 and 2020, respectively, for costs incurred on behalf of Sumitovant, which were recorded as offsets to the general and administrative expenses initially charged. The period for certain services provided under the Transition Services Agreement expired in December 2020. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments to these employees that vest based on the achievement of time-based, performance or liquidity event requirements. As of June 30, 2021 and 2020, there were 1,863,451 and 1,873,480 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants (the “Sumitomo Options”); (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 in Greater China and South Korea; (iii) Sumitomo agreed to pay the Company $5.0 million in cash; and (iv) Sumitomo entered into an agreement with the Company to pursue future collaborations with Genevant. The Company received the cash payment, net of certain withholding taxes, in August 2021. The Company recorded a gain on the termination of the Sumitomo Options of $66.5 million, consisting of the fair value of the Sumitomo Options on the date of termination and the expected cash payment, in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021.	Note 5—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement. Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant, Urovant, Enzyvant, Altavant, and Spirovant to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant, Lysovant Sciences Ltd. (“Lysovant”), Metavant Sciences Ltd. (“Metavant”), Roivant Asia Cell Therapy Holdings Ltd. (“Cytovant Parent”), and Sinovant Sciences HK Limited (“Sinovant”)), (ii) (a) transferred the proprietary technology platform DrugOme to Sumitomo (for which RSL retains a perpetual royalty free license for internal use) and (b) licensed the Digital Innovation technology platform to Sumitomo (for which both parties retain ongoing access) and (iii) transferred 26,952,143 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash, resulting in a gain of $2.0 billion after taking into account all of the components of the transaction. Additionally, on the Sumitomo Closing Date, $75.0 million of the consideration was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. Upon the expiration of the escrow period, being 18 months from the Sumitomo Closing Date, any remaining escrow funds will be disbursed to RSL. As of March 31, 2021, the Company does not believe that a reasonably possible loss of the funds in the escrow account exists. As such, the full escrow amount of $75.0 million was recorded by the Company as restricted cash on the accompanying consolidated balance sheets as of March 31, 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved a repurchase of RSL’s equity securities for up to $1.0 billion of the proceeds received from Sumitomo. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for further detail. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments with an aggregate fair value of $39.1 million to these employees, of which $24.8 million was classified within shareholders’ equity and $14.3 million was classified as a liability. The liability classified awards were subsequently surrendered and exchanged for cash and other newly issued equity as part of the repurchase in March 2020. The remaining instruments vest based on the achievement of time-based, performance or liquidity event requirements. As of March 31, 2021 and 2020, there were 1,865,416 and 1,880,980 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In June 2021, RSL completed a transaction with Sumitomo pursuant to which Sumitomo terminated its existing options to acquire RSL’s equity interests in certain of its subsidiaries. See Note 19, “Subsequent Events” for additional information.

Balance Sheet Components

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 5—Balance Sheet Components

(A) Other Current Assets

Other current assets at June 30, 2021 and March 31, 2021 consisted of the following (in thousands):


	June 30, 2021		March 31, 2021

Prepaid expenses	$	44,941	$	39,544
Trade receivables, net		3,416		11,222
Income tax receivable		1,993		1,803

Other		7,815		1,681

Total other current assets	$	58,165	$	54,250

(B) Accrued Expenses

Accrued expenses at June 30, 2021 and March 31, 2021 consisted of the following (in thousands):


	June 30, 2021		March 31, 2021

Research and development expenses	$	28,347	$	20,755
Compensation-related expenses		15,242		38,552
Professional services expenses		16,489		10,267
Other general and administrative expenses		13,710		7,362

Total accrued expenses	$	73,788	$	76,936

Other current liabilities at June 30, 2021 and March 31, 2021 consisted of the following (in thousands):


	June 30, 2021		March 31, 2021

Deferred revenue	$	3,777	$	5,918
Income tax payable		199		207
Other		4,325		3,037

Total other current liabilities	$	8,301	$	9,162

Note 7—Balance Sheet Components

(A) Other Current Assets

Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Prepaid expenses	$	39,544	$	16,344
Receivables for value added tax (VAT) paid		807		5,978
Note receivable		—		5,000
Trade receivables, net		11,222		3,669
Income tax receivable		1,803		632
Other		874		2,140

Total other current assets	$	54,250	$	33,763

(B) Accrued Expenses

Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Research and development expenses	$	20,755	$	21,607
Compensation-related expenses		38,552		29,113
Professional services expenses		10,267		5,135
Other general and administrative expenses		7,362		12,766

Total accrued expenses	$	76,936	$	68,621

Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Deferred revenue	$	5,918	$	3,621
Income tax payable		207		1,497
Other		3,037		234

Total other current liabilities	$	9,162	$	5,352

Long Term Debt and Loan Commitment

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Debt Disclosure [Abstract]

Long Term Debt

Note 6—Long-Term Debt and Loan Commitment

(A) Long-Term Debt

Long-term debt, net consists of the following (in thousands):


	June 30, 2021			March 31, 2021

Principal amount	$	195,200		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(13,850	)		(1,210	)

Total debt, net		186,350			170,280
Less: current portion		—			—

Total long-term debt, net	$	186,350		$	170,280

Dermavant

In May 2019, Dermavant entered into a loan and security agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), pursuant to which Dermavant borrowed an aggregate of

20.0

million, which bore interest at a variable per annum rate at the greater of (i)

9.95

% or (ii) the prime rate plus

4.45

%. Dermavant was also obligated to pay an end of term charge of $

1.4

million. Following the achievement of certain milestones, the term loan maturity was extended to June 1, 2023 with interest-only monthly payments through December 2021. All amounts outstanding under the Hercules Loan Agreement were repaid in May 2021 using the proceeds from a $

40.0

million senior secured credit facility (the “Credit Facility”) entered into by Dermavant and certain of its subsidiaries in May 2021 with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. The Credit Facility has a

five-year

maturity and bears an interest rate of

10.0

% 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, 2021. In connection with the

funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase

1,199,072

common shares of Dermavant at an exercise price of $

0.01

per common share.

In connection with Dermavant’s acquisition of tapinarof from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “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 exchange for an obligation to make certain variable future payments calculated as a function of the achievement of regulatory and commercial milestones or events of termination. The aggregate maximum amount of regulatory milestone payments that Dermavant could be required to make under the NovaQuest Agreement is $440.6 million, and the maximum aggregate amount of commercial milestone payments is $141.0 million. In some circumstances, Dermavant may be able to offset certain of the regulatory milestone payments with up to $88.1 million of the commercial milestone payments. 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 will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of June 30, 2021 and March 31, 2021, the fair value of the debt was $155.2 million and $150.1 million, respectively. Refer to Note 11, “Fair Value Measurements” for additional details regarding the fair value measurement.

(B) Loan Commitment

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. (collectively, the “Purchasers”), together with U.S. Bank National Association, as collateral agent. Under the terms of the RIPSA, the Purchasers procured a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the United States in exchange for $160.0 million in committed funding to be paid to Dermavant, conditional based on the approval of tapinarof by the FDA. The agreement will be canceled if funding has not occurred by July 2023. Dermavant acquired the worldwide rights to tapinarof (other than with respect to certain rights in China) in August 2018 pursuant to the GSK Agreement. Dermavant intends to use the RIPSA proceeds for the payment of certain

one-time

milestone obligations that become payable upon the approval and commercialization of tapinarof for the treatment of psoriasis in the United States as well as for other general corporate purposes.

Note 8—Long-Term Debt

(A) Long-Term Debt

Long-term debt, net consists of the following (in thousands):


	March 31, 2021			March 31, 2020
Principal amount	$	171,490		$	110,490
Less: unamortized debt discount and issuance costs		(1,210	)		(1,898	)

Total debt, net		170,280			108,592
Less: current portion		—			—

Total long-term debt, net	$	170,280		$	108,592

Dermavant

In May 2019, Dermavant and certain of its subsidiaries entered into a loan and security agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), pursuant to which Dermavant borrowed an aggregate of $20.0 million which bears interest at a variable per annum rate at the greater of (i) 9.95% or (ii) the prime rate plus 4.45%. Dermavant is obligated to pay an end of term charge of $1.4 million with the debt maturing 36 months from closing, subject to extension with the achievement of a clinical milestone. Dermavant is obligated to make monthly payments of accrued interest for the first 15 months after closing (the “Interest-only Period”), followed by monthly installments of principal and interest through the maturity date, subject to extension upon certain milestone achievements. In January 2020, the Interest-only Period was extended through June 2021 upon Dermavant’s receipt of net proceeds from equity or debt financings, capital contributions, and proceeds from business development or similar transaction of at least $110.0 million. In July 2020, the clinical milestone was achieved and the term loan maturity was extended to June 1, 2023 and the Interest-only Period was further extended through December 2021. As of March 31, 2021 and March 31, 2020, an aggregate principal amount of $20.0 million and end of term charge of $1.4 million remained outstanding. In May 2021, Dermavant repaid all amounts outstanding under the Hercules Loan Agreement using the proceeds from the $40.0 million Credit Facility entered into by Dermavant and certain of its subsidiaries in May 2021. Refer to Note 19, “Subsequent Events” for additional detail.

In connection with Dermavant’s acquisition of tapinarof from GSK, 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 exchange for an obligation to make certain variable future payments calculated as a function of the achievement of regulatory and commercial milestones or events of termination. The aggregate maximum amount of regulatory milestone payments that Dermavant could be required to make under the NovaQuest Agreement is $440.6 million, and the maximum aggregate amount of commercial milestone payments is $141.0 million. In some circumstances, Dermavant may be able to offset certain of the regulatory milestone payments with up to $88.1 million of the commercial milestone payments. 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 will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of March 31, 2021 and 2020, the fair value of the debt was $150.1 million and $89.1 million, respectively. Refer to Note 15, “Fair Value Measurements” for additional details regarding the fair value measurement.

(B) Debt Maturities

Annual maturities, including the end of term charge, of debt outstanding as of March 31, 2021 are as follows (in thousands). Long-term debt held by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable.


Years Ending March 31,
2022	$	3,129
2023		13,306
2024		4,955
2025		—
2026		—
Thereafter		—

Total	$	21,390

Shareholders' Equity and Redeemable Noncontrolling Interest

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Shareholders' Equity and Redeemable Noncontrolling Interest

Note 7—Shareholders’ Equity and Redeemable Noncontrolling Interest

Business Combination Agreement

On May 1, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Montes Archimedes Acquisition Corporation (“MAAC”) and Rhine Merger Sub, Inc. (“Merger Sub”). MAAC was incorporated in Delaware on July 6, 2020 and was formed as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. Pursuant to the Business Combination Agreement, and assuming a favorable vote by MAAC’s stockholders at a special meeting of MAAC’s stockholders convened for purposes of approving the transactions contemplated by the Business Combination Agreement (the “Business Combination”), and the satisfaction or waiver of all other closing conditions pursuant to the Business Combination Agreement, Merger Sub will merge with and into MAAC, with MAAC surviving the merger as the Company’s wholly owned subsidiary.

For financial accounting and reporting purposes, MAAC will be treated as the acquired company. Accordingly, because MAAC does not represent a business for accounting purposes and its primary asset

represents cash and cash equivalents, the Business Combination will be treated as an equity contribution in exchange for the issuance of RSL shares. The net assets of MAAC will be stated at historical cost, with no goodwill or other intangible assets recorded. RSL will be deemed both the accounting predecessor and the successor SEC registrant, which means that the Company’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.

Note 10—Shareholders’ Equity and Redeemable Noncontrolling Interest

(A) Sumitomo Transaction Agreement and Roivant Equity Repurchase

In December 2019, RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement; see Note 5, “Sumitomo Transaction Agreement.” Pursuant to the Sumitomo Transaction Agreement,

RSL issued 26,952,143 common shares to Sumitomo at closing at a price per share of $37.10 for allocated net proceeds of approximately $999.2 million, after offering expenses incurred. In connection with the Sumitomo Closing Date, RSL’s board of directors approved a repurchase of up to $1.0 billion of the Company’s equity securities using the proceeds received from Sumitomo.

In February 2020, the Company launched

one-time

offers to purchase up to $1.0 billion of issued and outstanding equity securities of the Company (the “Roivant Equity Repurchase”). The offers included (i) an offer to repurchase up to approximately 11.23% of the common stock held by each holder (and its affiliates) of the Company’s common stock as of December 26, 2019, at a price per share of $37.10 representing fair value of the common stock, (ii) an offer to purchase vested stock options whose fair market value (as determined as of December 27, 2019) was less than or equal to the fair market value of approximately 11.23% of the earliest-granted of such holder’s outstanding vested and unvested stock options, at a purchase price equal to such vested option’s fair market value, and (iii) an offer to holders of performance restricted stock units (“pRSUs”) to surrender 100% of their existing pRSUs in exchange for newly issued performance stock options and capped value appreciation rights. The offer to the holders of pRSUs included an offer by the Company to immediately purchase approximately 11.23% of the newly issued performance stock options and capped value appreciation rights for cash. The Company additionally entered into an agreement with the Company’s Founder to repurchase a portion of his common stock held and exchange his pRSUs for performance stock options and capped value appreciation rights. A summary of payments made during the year ended March 31, 2020 relating to the purchase of equity securities by the Company is as follows (in thousands):


	Cash Payment
Common stock	$	950,722
Other equity instruments		39,292

Total cash paid	$	990,014

(B) Consolidated Vant Equity Transactions

Cytovant Sciences HK Limited

In March 2020, Cytovant Sciences HK Limited (“Cytovant”), a subsidiary of the Company, issued and sold 20,085,301 Series

A-1

preference shares at a purchase price of $

1.17

per share to third party investors for aggregate net proceeds of $22.5 million after deducting offering costs. The preferred stock is convertible into ordinary shares of Cytovant at any time at the option of the investor, or automatically upon a qualified initial public offering (“Qualified IPO”) as defined in the subscription agreement. If a Qualified IPO is not completed within five years of the initial investment, Series A preference shareholders can force a sale or liquidation of Cytovant. The Series

A-1

preference shares are classified as redeemable noncontrolling interest in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest as the Company can be obligated to repurchase the Series A-1 preference shares upon the occurrence of certain contingent events outside the Company’s control. No dividends shall accrue or be payable on the convertible and redeemable preferred stock unless otherwise determined by the board of directors of Cytovant. The Company did not accrete changes in the redemption value as of March 31, 2021 as the Company considers the events leading to a redemption of the convertible and redeemable preferred stock as not probable.

Immunovant

In September 2019, Immunovant Sciences Ltd. (“ISL”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Health Sciences Acquisitions Corporation (“HSAC”), and in December 2019, ISL and HSAC completed the transactions contemplated by the Share Exchange Agreement (the “Business Combination”). At closing, HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for 42,080,376 shares of HSAC’s common stock issued to HSAC, ISL, and the shareholders of ISL (together, the “Sellers”) and 10,000 shares of HSAC Series A preferred shares issued to RSL. Additionally, as

part of its initial public offering in May 2019, HSAC issued common stock warrants, which are classified in equity. Upon completion of the Business Combination, 11,500,000 warrants were outstanding for the purchase of

one-half

of one share of common stock (an aggregate of 5,750,000 common shares) at a price of $11.50 per whole share. Upon closing, ISL became a wholly owned subsidiary of HSAC and HSAC was renamed “Immunovant, Inc.” The Business Combination was accounted for as a reverse recapitalization and HSAC was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing equity for the net assets of HSAC, accompanied by a recapitalization. Immunovant, Inc. received $111.0 million in cash as a result of the Business Combination, consisting of the funds held in HSAC’s trust account. The proceeds included $5.1 million related to common shares purchased by RSL.

The sellers were entitled to receive an additional 20,000,000 shares of Immunovant, Inc.’s common stock (the “Earnout Shares”) if the volume-weighted average price of Immunovant, Inc.’s shares equaled or exceeded the following prices for any 20 trading days within any 30

trading-day

period (the “Trading Period”) following the closing of the Business Combination:

(i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and

(ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share.

In May 2020 and September 2020, Immunovant, Inc. achieved the first earnout milestone and second earnout milestone, respectively, under the Share Exchange Agreement and, as a result, all of the 20,000,000 earnout shares of Immunovant, Inc.’s common stock were issued to former stockholders of ISL, including 17,547,938 shares of common stock issued to RSL. In addition, upon the achievement of the first earnout milestone and second earnout milestone and pursuant to the restricted stock agreement entered into between HSAC and Health Sciences Holdings, LLC (the “Sponsor”), all of the 1,800,000 shares of the Sponsor’s restricted shares vested and are no longer subject to forfeiture.

Immediately prior to the closing of the Business Combination, as described above, ISL’s convertible promissory notes were automatically converted into an aggregate of 7,156,495 common shares of ISL, which were then exchanged for an aggregate of 3,499,995 shares of Immunovant, Inc. common stock upon the closing of transactions contemplated by the Share Exchange Agreement. The conversion of ISL’s convertible promissory notes resulted in an increase to equity by $

35.6

million, the carrying amount of the convertible promissory notes. The conversion included a convertible promissory note held by RSL for $2.5 million.

In April 2020, Immunovant, Inc. completed an underwritten public offering of 9,613,365 shares of its common stock, including 1,034,483 shares of common stock purchased by RSL, at a price of $14.50 per share for net proceeds to Immunovant, Inc. of approximately $131.0 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $15.0 million received from RSL.

In May 2020, Immunovant, Inc.’s 11,500,000 outstanding warrants became exercisable for an aggregate of 5,750,000 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share. An aggregate of 11,438,290 outstanding warrants were exercised for an aggregate of 5,719,145 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share, for net proceeds of approximately $65.8 million. The remaining 61,710 warrants were cancelled.

In September 2020, Immunovant, Inc. completed an underwritten public offering of 6,060,606 shares of its common stock, including 380,000 shares of common stock purchased by RSL, at a price of $33.00 per share for net proceeds to Immunovant, Inc. of approximately $188.1 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $12.5 million received from RSL.

Sinovant

Sinovant, a subsidiary of the Company, previously issued and sold preferred stock convertible into ordinary shares of Sinovant at any time at the option of the investors or automatically upon a qualified initial public offering (“Qualified IPO”) as defined in the subscription agreement relating to the sale of the preferred stock. The convertible preferred stock was redeemable at the option of the investor if a Qualified IPO was not completed within five years of the initial investment and was payable in cash equal to the investment amount plus an annualized return of 12%. As such events are not within the control of the Company, the preferred stock was previously classified as redeemable noncontrolling interest in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest. No dividends accrued or were payable on the convertible preferred stock. In January 2020, Sinovant’s parent company, Roivant China Holdings Ltd. (“RCHL”), purchased all preferred stock of Sinovant held by third parties at a purchase price of $12.26 per preferred share for an aggregate purchase price of $132.9 million. Consideration paid in excess of the carrying value for the repurchase of redeemable noncontrolling interest of $77.8 million is considered a deemed dividend. See Note 18, “Earnings per Common Share” for resulting impact to earnings per share.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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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 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-Based Compensation

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Note 8—Share-Based Compensation

(A) RSL 2015 Equity Incentive Plan

As of June 30, 2021, 22,800,000 of the Company’s common shares (the “Share Reserve”) are reserved for issuance under the RSL Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). At June 30, 2021, a total of 786,125 common shares are available for future grants under the RSL 2015 EIP. The Company’s employees, directors, and consultants are eligible to receive nonstatutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards under the RSL 2015 EIP.

As of June 30, 2021, an aggregate of 26,558,238 of the Company’s common shares (the “Special Reserve”) are reserved for the granting under RSL 2015 EIP of performance stock options (“Performance Options”) and capped value appreciation rights (“CVARs”) to the Company’s employees, directors and consultants. At June 30, 2021, there are no common shares available for future grant under the Special Reserve.

Stock Options

During the three months ended June 30, 2021 and 2020, the Company recorded share-based compensation expense related to stock options issued under the RSL 2015 EIP to employees and directors of approximately $10.3 million and $7.8 million, respectively, and was included in research and development and general and administrative expenses in the accompanying condensed consolidated statements of operations.

A summary of stock option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows:


	Number of Stock Options			Weighted Average Exercise Price
Stock options outstanding at March 31, 2021		9,389,371		$	26.61
Granted		3,798,605		$	29.26
Forfeited		(106,428	)	$	30.27

Stock options outstanding at June 30, 2021		13,081,548		$	27.35

Restricted Stock Units

Restricted stock units will generally vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Certain restricted stock units have also been granted that will vest upon the achievement of development milestones and liquidity requirements. As of June 30, 2021, the liquidity event requirement had not been met and was deemed not probable of being met. During the three months ended June 30, 2021 and 2020, the Company recorded no share-based compensation expense related to these restricted stock units. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite

service period.

A summary of restricted stock units under the RSL 2015 EIP is as follows:


	Number of Restricted Stock Units
Non-vested balance at March 31, 2021		2,292,738
Granted		5,939,340
Forfeited		(119,285	)

Non-vested balance at June 30, 2021		8,112,793

Performance OptionsPerformance Options will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. As of June 30, 2021, the liquidity event requirement had not been met and was deemed not probable of being met. During the three months ended June 30, 2021 and 2020, the Company recorded no share-based compensation expense related to these Performance Options. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period.

A summary of Performance Option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows:


	Number of Performance Options		Weighted Average Exercise Price

Performance Options outstanding at March 31, 2021		14,425,663	$	38.93
Granted		—	$	—
Forfeited		—	$	—

Performance Options outstanding at June 30, 2021		14,425,663	$	38.93

CVARs

37.10

, over (b) the hurdle price of either $

18.70

or $

33.63

, as applicable to each grant. As of June 30, 2021, the liquidity event requirement had not been met and was deemed not probable of being met. During the three months ended June 30, 2021 and 2020, the Company recorded no share-based compensation expense related to these CVARs. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period

A summary of CVARs under the RSL 2015 EIP is as follows:


	Number of CVARs

Non-vested balance at March 31, 2021		11,088,658
Granted		—
Forfeited		—

Non-vested balance at June 30, 2021		11,088,658

(B) RSL 2015 Restricted Stock Unit Plan

Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of June 30, 2021, there are 200,000 of the Company’s common shares reserved for the granting under the pRSU Plan of restricted stock units (“Performance RSUs”) to the Company’s employees, officers, directors and consultants. The Performance RSUs expire eight years after the date of grant. At June 30, 2021, there are no common shares available for future grants under this plan.

A summary of Performance RSU activity under the pRSU Plan is as follows:


	Number of Performance RSUs

Non-vested balance at March 31, 2021		200,000
Granted		—
Forfeited		—

Non-vested balance at June 30, 2021		200,000

These Performance RSUs will vest to the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within specified years of the grant date, provided that the recipient has provided continued service through such date. As of June 30, 2021, the performance conditions had not been met and were deemed not probable of being met. During the three months ended June 30, 2021 and 2020, the Company recorded no share-based compensation expense related to these Performance RSUs. The Company will recognize the expense upon achievement of the performance and liquidity conditions through the requisite service period.

A summary of RSL restricted common stock activity as of June 30, 2021 is as follows:


	Number of Restricted Common Stock

Non-vested balance at March 31, 2021		587,824
Granted		—
Forfeited		—

Non-vested balance at June 30, 2021		587,824

For the three months ended June 30, 2021, the Company recorded share-based compensation expense of $0.8 million in relation to the RSL restricted common stock. The RSL restricted common stock will vest upon the achievement of time-based service requirements.

(D) Subsidiary Equity Incentive Plans

Certain wholly owned and majority-owned or controlled 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. Standard option grants have time-based vesting requirements, generally vesting over a period of four years with a contractual term of ten years. Such time-based stock options use the Black-Scholes option pricing model. The grant date fair value of awards subject to market conditions is estimated using a Monte Carlo valuation model. For the three months ended June 31, 2021 and 2020, the Company recorded share-based compensation expense of $8.2 million and $6.5 million, respectively, in relation to subsidiary EIPs.

(E) Share-Based Compensation Expense

Share-based compensation expense was as follows (in thousands):


	Three Months Ended June 30,
	2021		2020
Share-based compensation expense recognized as:

R&D expenses	$	1,615	$	1,119
G&A expenses		17,654		13,159

Total	$	19,269	$	14,278

The classification of share-based compensation expense between R&D and G&A expenses in the accompanying condensed consolidated statements of operations is consistent with the classification of grantee’s salary expense.

Note 11—Share-Based Compensation

(A) RSL 2015 Equity Incentive Plan

As of March 31, 2021, 22,800,000 of the Company’s common shares (the “Share Reserve”) are reserved for issuance under the RSL Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). At March 31, 2021, a total of 10,296,392 common shares are available for future grants under the RSL 2015 EIP. The Company’s employees, directors, and consultants are eligible to receive nonstatutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards under the RSL 2015 EIP.

As of March 31, 2021, an aggregate of 26,558,238 of the Company’s common shares (the “Special Reserve”) were reserved for the granting under RSL 2015 EIP of performance stock options (“Performance Options”) and capped value appreciation rights (“CVARs”) to the Company’s employees, directors and consultants. At March 31, 2021, there are no common shares available for future grant under the Special Reserve.

Stock Options

For the years ended March 31, 2021 and 2020, the Company recorded share-based compensation expense related to stock options issued under the RSL 2015 EIP to employees and directors of approximately $32.3 million and $31.8 million, respectively, and was included in research and development and general and administrative expenses in the accompanying consolidated statements of operations.

At March 31, 2021, total unrecognized compensation expense related to

non-vested

stock options was approximately $70.8 million and is expected to be recognized over the remaining weighted-average service period of 2.96 years.

The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table.


	Years Ended March 31,
Assumptions	2021			2020
Expected stock price volatility		74.84	%		66.47	%
Expected risk free interest rate		0.43	%		2.27	%
Expected term, in years		6.25			6.72
Expected dividend yield		—	%		—	%

A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Stock options outstanding at March 31, 2020		8,176,814		$	24.52	$	16.53		7.93
Granted		1,482,604		$	38.71	$	25.37
Forfeited/Canceled		(270,047	)	$	29.89	$	19.85

Stock options outstanding at March 31, 2021		9,389,371		$	26.61	$	17.90		7.26

Stock options exercisable at March 31, 2021		5,533,848		$	21.52	$	14.95		6.49

At March 31, 2021 and 2020, there were 5,533,848 and 4,123,953 vested stock options, respectively. Additional information regarding stock options is set forth below (in thousands, except per share data).


	Years Ended March 31,
	2021		2020
Grant date fair value of stock options vested	$	25,711	$	33,789
Weighted-average grant date fair value per share of stock options granted	$	25.37	$	20.63

Restricted Stock Units

Restricted stock units will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Restricted stock units expire eight years after the date of grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these restricted stock units as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $83.8 million of unrecognized compensation expense related to

non-vested

restricted stock units. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period.

A summary of restricted stock units under the RSL 2015 EIP is as follows:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		1,008,175		$	32.50
Granted		1,454,199		$	39.19
Forfeited		(169,636	)	$	36.36

Non-vested balance at March 31, 2021		2,292,738		$	36.53

Performance Options

Performance Options will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these Performance Options as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $337.8 million of unrecognized compensation expense related to

non-vested

Performance Options. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period.

The Company estimated the fair value of each Performance Option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table.


	Year Ended March 31,
Assumptions	2020
Expected stock price volatility		73.60	%
Expected risk free interest rate		0.62	%
Expected term		6 years
Expected dividend yield		—	%

A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Performance Options outstanding at March 31, 2020		14,518,870		$	38.97	$	23.78		6.00
Granted		—		$	—	$	—
Forfeited		(93,207	)	$	46.38	$	22.18

Performance Options outstanding at March 31, 2021		14,425,663		$	38.93	$	23.42		5.00

No Performance Options were exercisable at March 31, 2021.

CVARs

CVARs will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. At settlement, each CVAR pays in common shares the excess of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $37.10, over (b) the hurdle price of either $18.70 or $33.63, as applicable to each grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these CVARs as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $23.0 million of unrecognized compensation expense related to

non-vested

CVARs. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period.

A summary of CVARs under the RSL 2015 EIP is as follows:


	Number of CVARs		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		11,088,658	$	2.07
Granted		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		11,088,658	$	2.07

(B) RSL 2015 Restricted Stock Unit Plan

Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of March 31, 2021, there are 200,000 of the Company’s common shares reserved for issuance in connection with pRSUs that may be granted to employees, officers, directors and consultants of the Company under the pRSU Plan. The pRSUs expire eight years after the date of grant. At March 31, 2021, none of the Company’s common shares were reserved for future grants under this plan.

As part of the Roivant Equity Repurchase, 17,044,465 existing pRSUs were surrendered and exchanged for newly issued Performance Options and CVARs issued under an amended and restated RSL 2015 EIP (see above), of which approximately 11.23% were then immediately purchased by the Company, during the year ended March 31, 2020. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for additional detail regarding the Roivant Equity Repurchase.

A summary of pRSU activity under the pRSU Plan is as follows:


	Number of pRSUs			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		266,845		$	13.92
Granted		—		$	—
Forfeited		(66,845	)	$	13.92

Non-vested balance at March 31, 2021		200,000		$	13.92

These pRSUs will vest to the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within specified years of the grant date, provided that the recipient has provided continued service through such date. As of March 31, 2021, the performance conditions had not been met and were deemed not probable of being met. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these pRSUs. During the year ended March 31, 2020, the Company recorded $12.3 million of share-based compensation expense relating to cash payments made for the purchase of a portion of the Performance Options and CVARs issued in replacement of pRSUs. At March 31, 2021, there was approximately $2.8 million of unrecognized compensation expense related to

non-vested

pRSUs. The Company will recognize the expense upon achievement of the performance and liquidity conditions through the requisite service period.

A summary of RSL restricted common stock activity as of March 31, 2021 is as follows:


	Number of Restricted Common Stock		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		—	$	—
Granted		587,824	$	38.50
Vested		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		587,824	$	38.50

For the year ended March 31, 2021, the Company recorded share-based compensation expense of $0.1 million in relation to the RSL restricted common stock. At March 31, 2021, total unrecognized compensation expense related to

non-vested

restricted common stock was approximately $6.9 million and is expected to be recognized over the remaining weighted-average service period of 3.39 years. $15.6 million of the fair value associated with these restricted common stock was attributed to precombination service. Refer to Note 4, “Asset Acquisitions and License Agreements.”

(D) Subsidiary Equity Incentive Plans

non-qualified

and incentive stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. Standard option grants have time-based vesting requirements, generally vesting over a period of four years with a contractual term of ten years. Such time-based stock options use the Black-Scholes option pricing model. The grant date fair value of awards subject to market conditions is estimated using a Monte Carlo valuation model. For the years ended March 31, 2021 and 2020, the Company recorded share-based compensation expense of $29.1 million and $22.1 million, respectively, in relation to subsidiary EIPs.

(E) Share-Based Compensation Expense

Share-based compensation expense from continuing operations was as follows (in thousands):


	Years Ended March 31,
	2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	22,637	$	7,738
G&A expenses		62,321		60,013

Total	$	84,958	$	67,751

The classification of share-based compensation expense between R&D and G&A expenses in the accompanying consolidated statements of operations is consistent with the classification of grantee’s salary expense.

Related Party Transactions

12 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 9—Related Party Transactions

Transition Services Agreement and Strategic Cooperation Agreement with Sumitomo

Concurrently with the Sumitomo Transaction Agreement, (i) RSL, Sumitomo and Sumitovant entered into a transition services agreement, whereby each of the parties thereto agreed to provide certain services to one another at cost for a period of time following the Sumitomo Closing Date and (ii) RSL and Sumitomo entered into a strategic cooperation agreement relating to certain ongoing technology-related collaborations between the parties. Pursuant to the terms of the transition services agreement and strategic cooperation agreement, RSL billed Sumitovant $1.4 million and $0.2 million, net of amounts billed by Sumitovant to RSL, respectively, during the years ended March 31, 2021 and 2020 for costs incurred on behalf of Sumitovant, which were recorded as offsets to the general and administrative expenses initially charged. Additionally, during the years ended March 31, 2021 and 2020, the Company paid Sumitomo a $1.0 million access fee pursuant to the strategic cooperation agreement.

Discontinued Operations

12 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 6—Discontinued Operations

As a result of the Sumitomo Transaction Agreement, see Note 5, “Sumitomo Transaction Agreement,” the financial results of the Sumitovant Vants are presented as “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the year ended March 31, 2020. There were no operating results from discontinued operations for the year ended March 31, 2021.

The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands).


	Year Ended March 31, 2020
Operating expenses:
Research and development	$	265,452
General and administrative		119,885

Total operating expenses		385,337

Loss from operations		(385,337	)

Gain on sale of business		(1,985,949	)
Interest income		(2,305	)
Interest expense (1)		13,733
Other expense		8,866

Income from discontinued operations before income taxes		1,580,318
Income tax expense		1,892

Income from discontinued operations, net of tax	$	1,578,426

Loss from discontinued operations before income taxes attributable to noncontrolling interests	$	(141,783	)
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd.		1,722,101

Income from discontinued operations before income taxes	$	1,580,318

(1)	Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash amortization of debt discounts and issuance costs.

In the accompanying consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. The significant cash flow items from discontinued operations were as follows (in thousands):


	Year Ended March 31, 2020
Gain on sale of business	$	(1,985,949	)
Share-based compensation	$	54,821
Acquired in-process research and development	$	16,405

Income Taxes

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Income Taxes

Note 9—Income Taxes

The Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was

(0.1)

% and (18.1)

%, respectively, and is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. However, for the three months ended June 30, 2020, the effective tax rate was also favorably impacted by the

non-taxable

gains associated with the deconsolidation of subsidiary and changes in fair value of investments.

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.

Note 12—Income Taxes

The loss before income taxes and the related expense/(benefit) are as follows (in thousands):


	Years Ended March 31,
	2021			2020
Loss before income taxes:
United States	$	(212,921	)	$	(69,264	)
Switzerland		(424,494	)		(355,422	)
Bermuda		(227,471	)		(105,604	)
Other (1)		(33,661	)		(30,696	)

Total loss before income taxes	$	(898,547	)	$	(560,986	)

(1)	Primarily Greater China and United Kingdom activity


	Years Ended March 31,
	2021		2020
Current taxes:
United States	$	1,365	$	6,327
Switzerland		—		—
Bermuda		—		—
Other (1)		321		797

Total current tax expense	$	1,686	$	7,124

Deferred taxes:
United States	$	—	$	—
Switzerland		—		—
Bermuda		—		—
Other (1)		—		—

Total deferred tax benefit	$	—	$	—

Total income tax expense	$	1,686	$	7,124

(1)	Primarily Greater China, United States state and local and United Kingdom activity

A reconciliation of income tax provision/(benefit) computed at the Bermuda statutory rate to income tax expense reflected in the consolidated financial statements is as follows (in thousands, except percentages):


	Year Ended March 31, 2021					Year Ended March 31, 2020
Income tax benefit at Bermuda statutory rate	$	—		—	%	$	—		—	%
Foreign rate differential (1)		(150,778	)	16.78	%		(74,922	)	13.36	%
Permanent disallowed IPR&D		111,432		(12.40	)%		—		—	%
Nondeductible changes in the fair value of investments and loss from equity method investment		(22,472	)	2.50	%		20,840		(3.72	)%
Nontaxable (loss) gain on deconsolidation of business		(16,438	)	1.83	%		29,041		(5.18	)%
Permanent adjustments		2,923		(0.33	)%		(20,395	)	3.64	%
R&D tax credits		(10,555	)	1.17	%		(5,990	)	1.07	%
Rate changes		2,443		(0.27	)%		(29,238	)	5.21	%
Valuation allowance		85,046		(9.46	)%		87,677		(15.63	)%
Other		85		(0.01	)%		111		(0.02	)%

Total income tax expense	$	1,686		(0.19	)%	$	7,124		(1.27	)%

(1)	Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate.

The Company’s effective tax rates were (0.19)% and (1.27)% for the years ended March 31, 2021 and 2020, respectively, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets.

Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands):


	March 31, 2021			March 31, 2020
Deferred tax assets
Research tax credits	$	19,063		$	6,303
Intangible assets		50,564			43,626
Net operating loss		202,906			116,619
Share-based compensation		26,623			18,413
Lease liabilities		16,638			17,194
Other		7,303			7,060

Subtotal		323,097			209,215
Valuation allowance		(303,287	)		(187,831	)

Deferred tax liabilities
Depreciation		(1,214	)		(1,833	)
Right-of-use assets		(13,908	)		(15,409	)
Other		(4,688	)		(4,142	)

Total deferred tax assets (liabilities)	$	—		$	—

The Company has Federal net operating losses in Switzerland, the United States, the United Kingdom and other jurisdictions in the amount of $1,181.1 million, $122.2 million, $28.6 million, and $75.8 million, respectively. The Switzerland net operating losses will expire in varying amounts between March 31, 2025 and March 31, 2028. The United States net operating losses can be carried forward indefinitely with utilization limited to 80% of future taxable income for tax years beginning on or after January 1, 2021, while the United Kingdom and other net operating losses can be carried forward indefinitely as well, with an annual limitation on utilization. The Company has generated net operating losses from United States state and local jurisdictions in the amount of $69.7 million which will expire in varying amounts between March 31, 2035 and March 31, 2041. The Company has generated $19.1 million of research tax credit carryforwards primarily in the United States, which will expire in varying amounts between March 31, 2035 and March 31, 2041.

The Company assesses the realizability of the 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 record a valuation allowance as necessary. Due to the Company’s cumulative loss position which provides significant negative evidence difficult to overcome, the Company has recorded a valuation allowance of $303.3 million as of March 31, 2021, representing the portion of the deferred tax asset that is not more likely than not to be realized. The amount of the deferred tax asset considered realizable could be adjusted for future factors that would impact the assessment of the objective and subjective evidence of the Company. For the period April 1, 2020 through March 31, 2021, the valuation allowance increased by $115.5 million primarily as a result of corresponding increases in our global net operating losses, as well as our Research Tax Credits. For the period April 1, 2019 through March 31, 2020, the valuation allowance decreased by $168.0 million primarily as a result of the Sumitomo Transaction and the deconsolidation of Sio. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the amount, if any, required for a valuation allowance.

There are outside basis differences related to the Company’s investment in subsidiaries for which no deferred taxes have been recorded as these would not be subject to tax on repatriation as Bermuda has no tax regime for Bermuda exempted limited companies, and the United Kingdom tax regime relating to company distributions and sales generally provides for exemption from tax for most overseas profits, subject to certain exceptions.

The Company is subject to tax and is required to file United States, United Kingdom, and Switzerland federal income tax returns, as well as income tax returns in various state, local, and foreign jurisdictions. The Company is subject to tax examinations for tax years ended March 31, 2018 and forward in major taxing jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgments. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes it has appropriately recorded its tax position using reasonable estimates and assumptions, however, the potential tax benefits may impact the results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire. There are no unrecognized tax benefits recorded as of March 31, 2021 and 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases

12 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

Note 13—Leases

The Company’s operating leases consist primarily of real estate leases, including those entered into by certain wholly owned and majority-owned or controlled subsidiaries of RSL. The Company determines if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For real estate leases, the Company elected the expedient to account for lease and

non-lease

components as a single component.

Right-of-use

(“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are based on the estimated present value of fixed lease payments over the expected lease term and are recognized at the lease commencement date.

As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate in determining the present value of fixed lease payments based on information available at the lease commencement date. The Company’s incremental borrowing rates are determined based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the ROU asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Leases generally provide for payments of nonlease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. For lease agreements entered into or modified after April 1, 2019, the Company accounts for lease components and nonlease components together as a single lease component and, as such, includes fixed payments of nonlease components in the measurement of the ROU assets and lease liabilities. Variable lease payments, such as periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.

The components of operating lease expense for the Company were as follows (in thousands):


	Years Ended March 31,
	2021		2020
Operating lease cost	$	11,931	$	11,515
Short-term lease cost		237		872
Variable lease cost		704		379

Total operating lease cost	$	12,872	$	12,766

Information related to the Company’s operating lease ROU assets and operating lease liabilities was as follows (in thousands, except periods and percentages):


	During the Year Ended March 31,
	2021		2020
Cash paid for operating lease liabilities	$	8,830	$	8,108
Operating lease ROU assets obtained in exchange for operating lease liabilities	$	5,491	$	56,025


	March 31, 2021			March 31, 2020
Weighted average remaining lease term (in years)		9.6			10.2
Weighted average discount rate		7.1	%		7.1	%

As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands):


Years Ending March 31,
2022	$	13,386
2023		11,814
2024		11,718
2025		9,734
2026		8,617
Thereafter		51,674

Total lease payments		106,943
Less: present value adjustment		(29,348	)
Less: tenant improvement allowance		(2,898	)

Total	$	74,697

Commitments & Contingencies	3 Months Ended	12 Months Ended
Commitments & Contingencies	Jun. 30, 2021	Mar. 31, 2021
Commitments & Contingencies	Note 10—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition and license agreements. Additionally, the Company, through its subsidiaries, enters into agreements with contract service providers to assist in the performance of its R&D 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. (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. The Company is currently not involved in any legal proceedings with a probable and estimable material loss. (C) Intellectual Property Agreements As of June 30, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements. (D) COVID-19 Pandemic The Company has been actively monitoring the impact of the COVID-19 pandemic on its employees and business. Based on guidance issued by federal, state and local authorities, the Company transitioned to a remote work model for its employees in March 2020 and its workforce continues to primarily work remotely. The COVID-19 pandemic has had a variable impact on clinical trials by disrupting certain study sites. In the conduct of business activities, the Company continues to take actions designed to protect the safety and well-being of its patients and employees. Although some of the Company’s clinical development timelines have been impacted by delays related to the COVID-19 pandemic, the Company has not experienced material financial impacts on its business and operations as a result of the COVID-19 pandemic. However, the impact on the Company’s future results will largely depend on future developments related to COVID-19, which are highly uncertain and cannot be predicted with confidence, such as the emergence of new variants, the ultimate duration and spread of the outbreak, the continuing impact of the COVID-19 pandemic on financial markets and the global economy, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain, treat, and prevent the disease, including the availability and effectiveness of vaccines.	Note 14—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries has entered into commitments under various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions and License Agreements.” Additionally, the Company through its subsidiaries enters into agreements with contract service providers to assist in the performance of its R&D 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. (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. The Company is currently not involved in any legal proceedings with a probable and estimable material loss. (C) Intellectual Property Agreements As of March 31, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions and License Agreements.” (D) COVID-19 Pandemic The Company has been actively monitoring the impact of the COVID-19 pandemic on its employees and business. Based on guidance issued by federal, state and local authorities, the Company transitioned to a remote work model for its employees in March 2020 and its workforce continues to primarily work remotely. The COVID-19 pandemic has had a variable impact on clinical trials by disrupting certain study sites. In the conduct of business activities, the Company continues to take actions designed to protect the safety and well-being of its patients and employees. Although some of the Company’s clinical development timelines have been impacted by delays related to the COVID-19 pandemic, the Company has not experienced material financial impacts on its business and operations as a result of the COVID-19 pandemic. However, the impact on the Company’s future results will largely depend on future developments related to COVID-19, which are highly uncertain and cannot be predicted with confidence, such as the emergence of new variants, the ultimate duration and spread of the outbreak, the continuing impact of the COVID-19 pandemic on financial markets and the global economy, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain, treat, and prevent the disease, including the availability and effectiveness of vaccines.

Fair Value Measurements

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Fair Value Measurements

Note 11—Fair Value Measurements

Recurring Fair Value Measurements

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, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands):


	As of June 30, 2021								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of June 30, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,340,662	$	—	$	—	$	1,340,662	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Sio common shares		50,716		—		—		50,716		48,487		—		—		48,487
Investment in Arbutus common shares		48,521		—		—		48,521		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		69,187		—		69,187		—		76,037		—		76,037
Other investment		11,935		—		—		11,935		11,129		—		—		11,129

Total assets at fair value	$	1,451,834	$	69,187	$	—	$	1,521,021	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	155,200	$	155,200	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value		—		—		5,906		5,906		—		—		67,893		67,893

Total liabilities at fair value	$	—	$	—	$	161,106	$	161,106	$	—	$	—	$	217,993	$	217,993

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, 2021.

Level 3 Disclosures

The Company measures its Level 3 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 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 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 liabilities during the three months ended June 30, 2021 and 2020 were as follows (in thousands):


Balance at March 31, 2020	$	191,473
Changes in fair value of debt and liability instruments, included in net loss		17,125
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at June 30, 2020	$	205,273


Balance at March 31, 2021	$	217,993
Changes in fair value of debt and liability instruments, included in net loss		4,585
Termination of DSP Options		(61,472	)

Balance at June 30, 2021	$	161,106

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of June 30, 2021 and March 31, 2021 represents the fair value of amounts payable to NovaQuest using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 11% to 12%. 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.

Sumitomo Options

In June 2021, the Company completed a transaction with Sumitomo pursuant to which the Sumitomo Options were terminated, resulting in the extinguishment of the related liability. As of the termination date, the fair value of the Sumitomo Options was

$61.5 million, and as of March 31, 2021, the fair value was $62.4 million. See Note 4, “Sumitomo Transaction Agreement” for additional information.

Note 15—Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and 2020, by level, within the fair value hierarchy (in thousands):


	As of March 31, 2021								As of March 31, 2020
	Level 1		Level 2		Level 3		Balance as of March 31, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2020
Assets:
Money market funds	$	1,420,597	$	—	$	—	$	1,420,597	$	1,874,662	$	—	$	—	$	1,874,662
Investment in Sio common shares		48,487		—		—		48,487		45,329		—		—		45,329
Investment in Arbutus common shares		53,325		—		—		53,325		16,174		—		—		16,174
Investment in Arbutus convertible preferred shares		—		76,037		—		76,037		—		23,062		—		23,062
Other investments		11,129		—		—		11,129		8,880		—		—		8,880

Total assets at fair value	$	1,533,538	$	76,037	$	—	$	1,609,575	$	1,945,045	$	23,062	$	—	$	1,968,107

Liabilities:
Debt held by Dermavant with NovaQuest	$	—	$	—	$	150,100	$	150,100	$	—	$	—	$	89,100	$	89,100
Liability instruments measured at fair value		—		—		67,893		67,893		—		—		102,373		102,373

Total liabilities at fair value	$	—	$	—	$	217,993	$	217,993	$	—	$	—	$	191,473	$	191,473

There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the years ended March 31, 2021 and 2020.

Level 3 Disclosures

The Company measures its Level 3 liabilities, including debt issued by Dermavant to NovaQuest and the Sumitomo Options, 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 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 changes in fair value of the Level 3 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands):


Balance at March 31, 2019	$	103,628
Issuance of liability instruments measured at fair value		101,567
Changes in fair value of debt and liability instruments, included in net loss		(13,722	)

Balance at March 31, 2020		191,473
Changes in fair value of debt and liability instruments, included in net loss		29,845
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at March 31, 2021	$	217,993

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of March 31, 2021 and 2020 represents the fair value of amounts payable to NovaQuest using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 6% to 17%. 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.

Sumitomo Options

The fair value of the options to acquire the Company’s interest in Dermavant, Genevant, Lysovant, Metavant, Cytovant Parent, and Sinovant (collectively, the “Option Vants”) granted to Sumitomo under the Sumitomo Transaction Agreement as of March 31, 2021 and 2020 was calculated using significant unobservable inputs including the following:


	Range or Point Estimate Used
Input	As of March 31, 2021	As of March 31, 2020
Time to expiration (in years)	3.59	0.49 - 4.59
Risk-free rate	0.52%	0.15% - 0.35%
Volatility	89.0% - 95.0%	91.0% - 110.0%

As of March 31, 2021 and 2020, the fair value of the Sumitomo Options was $62.4 million and $95.9 million, respectively. Sumitomo Options are included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets.

In June 2021, the Company completed a transaction with Sumitomo pursuant to which Sumitomo terminated all of its existing options to acquire the Company’s equity interests in certain subsidiaries. See Note 19, “Subsequent Events” for additional information.

- Definition

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.

+ References + Details

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Mar. 31, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan	Note 16—Defined Contribution Plan The Company and certain of its subsidiaries sponsor defined contribution plans pursuant to Section 401(k) of the U.S. Internal Revenue Code. Employee contributions are voluntary and subject to the maximum allowable under federal tax regulations. For the years ended March 31, 2021 and 2020, the Company recorded total expense for employer matching contributions of $1.7 million and $1.7 million, respectively.

Other (Income) Expense, Net

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Other Income and Expenses [Abstract]

Other (Income) Expense, Net

Note 12—Other (Income) Expense, Net

Other (income) expense, net was as follows (in thousands):


	Three Months Ended June 30,
	2021			2020

Loss from equity method investment	$	—		$	3,750
Interest income		(71	)		(621	)
Interest expense		2,513			791
Other income		(2,576	)		(1,078	)

Total	$	(134	)	$	2,842

Note 17—Other Expense, Net

Other expense, net from continuing operations was as follows (in thousands):


	Years Ended March 31,
	2021			2020
Loss from equity method investment	$	3,750		$	21,386
Interest income		(1,418	)		(17,990	)
Interest expense		2,809			7,683
Other expense		3,560			2,543

Total	$	8,701		$	13,622

Net Loss per Common Share

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 13—Net Loss per Common Share

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

For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. 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. Refer to Note 8, “Share-Based Compensation” and Note 4, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents.

Note 18—Earnings per Common Share

The computations of the numerator to derive the basic and diluted earnings per share amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands):


	Years Ended March 31,
	2021			2020
Loss from continuing operations, net of tax	$	(900,233	)	$	(568,110	)
Net loss from continuing operations, net of tax, attributable to noncontrolling interest		(90,999	)		(48,716	)

Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.		(809,234	)		(519,394	)
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1)		—			(77,777	)

Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.	$	(809,234	)	$	(597,171	)

Income from discontinued operations, net of tax	$	—		$	1,578,426
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest		—			(141,477	)

Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd.	$	—		$	1,719,903

Basic and diluted income from discontinued operations, net of tax	$	—		$	1,719,903

Basic and diluted net (loss) income attributable to Roivant Sciences	$	(809,234	)	$	1,122,732

(1)

Consideration paid in excess of carrying value for the repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock of $77.8 million is considered a deemed dividend and, for purposes of calculating net loss per share, increases the loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. for the year ended March 31, 2020. See Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest.”

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

For periods of loss from continuing operations, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. 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 loss from continuing operations. Refer to Note 11, “Share-Based Compensation” and Note 5, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents.

Subsequent Events	3 Months Ended	12 Months Ended
Subsequent Events	Jun. 30, 2021	Mar. 31, 2021
Subsequent Events	Note 14—Subsequent Events Proteovant In July 2021, Proteovant Sciences, Inc. (“Proteovant”) received the second $100.0 million payment due under a subscription agreement entered into with SK, Inc. (“SK”) in December 2020 pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. The second $100.0 million payment was classified as a subscription receivable in the accompanying condensed consolidated balance sheets and condensed consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of June 30, 2021. Datavant In July 2021, Datavant closed its merger with CIOX Health, LLC. At closing, RSL received approximately $320 million in cash and a minority equity stake in the combined company.	Note 19—Subsequent Events The Company has evaluated subsequent events for appropriate disclosures through June 30, 2021, the date that the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2021 have been incorporated in these financial statements. Option Vants Transaction On May 1, 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants; (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 in Greater China and South Korea; (iii) we will receive a $5.0 million cash payment; and (iv) Sumitomo entered into an agreement with the Company to pursue future collaborations with Genevant. Dermavant On May 14, 2021, Dermavant entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with three institutional investors. Under the terms of the RIPSA, the participants purchased a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the United States in exchange for $160.0 million in committed funding to be paid to Dermavant, subject to approval of tapinarof by the FDA. Dermavant concurrently entered into a $40.0 million senior secured credit facility (the “Credit Facility”) with one of the institutional investors. The Credit Facility has a five-year maturity and bears an interest rate of 10% per annum. In connection with the funding of the Credit Facility, Dermavant issued to the institutional investor a warrant to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 per common share. The proceeds from the Credit Facility were used to repay all amounts outstanding under the loan and security agreement with Hercules, with the remainder of net proceeds used for working capital and general corporate purposes. The Company reclassified $3.1 million on the consolidated balance sheets as of March 31, 2021 from current to long-term given that Dermavant had the intent and ability to refinance the short-term obligation on a long-term basis after March 31, 2021 and before the financial statements were issued. Datavant In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies. The merger closed on July 27, 2021. At closing, Roivant received approximately $320 million in cash.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Basis of Presentation and Principles of Consolidation

(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.

(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 audited consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Use of Estimates

(B) Use of Estimates

Additionally, the Company assessed the impact that the

COVID-19

may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses.

(B) Use of Estimates

Additionally, the Company assessed the impact that the

COVID-19

may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses.

Risks and Uncertainties

Concentrations of Credit Risk

(D) Concentrations of Credit Risk

Cash, Cash Equivalents, and Restricted Cash

(E) Cash, Cash Equivalents, and Restricted Cash

Restricted cash classified as a current asset consists of legally restricted

non-interest


	June 30, 2021		March 31, 2021
Cash and cash equivalents	$	1,996,733	$	2,055,044
Restricted cash		11,644		86,632

Cash, cash equivalents and restricted cash	$	2,008,377	$	2,141,676

(E) Cash, Cash Equivalents, and Restricted Cash

Restricted cash classified as a current asset consists of the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted

non-interest


	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	2,055,044	$	2,183,207
Restricted cash		86,632		86,045

Cash, cash equivalents and restricted cash	$	2,141,676	$	2,269,252

Trade Receivables, Net

(F) Trade Receivables, Net

Contingencies

(F) Contingencies

(G) Contingencies

Property and Equipment

(H) Property and Equipment


Property and Equipment		Estimated Useful Life
Computers		3 years
Equipment		5 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

Investments

(G) Investments

(I) Investments

For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense, net” on the consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock.

Research and Development Expenses

(H) Research and Development

Expenses

review

of the

level

effort

and costs

with

regulatory

Company

The Company evaluates

in-licensed

agreements for

in-process

research and development projects (“IPR&D”) to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the

in-licensed

(J) Research and Development Expenses

The Company evaluates

in-licensed

agreements for

in-process

research and development projects (“IPR&D”) to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the

in-licensed

agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as R&D expense in its consolidated statements of operations. The Company initially recognizes contingent consideration in an asset acquisition at fair value. The carrying value of contingent consideration is subsequently adjusted when the contingency is resolved and is paid or becomes payable.

General and Administrative Expenses

(K) General and Administrative Expenses

General and administrative (“G&A”) expenses consist primarily of employee-related expenses for G&A personnel, including those responsible for the identification and acquisition or

in-license

and technology transfer of promising drug candidates along with costs incurred relating to the integration of new technologies.

Income Taxes

(L) Income Taxes

Share-Based Compensation

(M) Share-Based Compensation

pre-vesting

award forfeitures when they occur.

Fair Value Measurements

(I) 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

2-Valuations

•

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.

Level-1

(N) 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

2-Valuations

•

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.

The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.

Foreign Currency

(O) Foreign Currency

Revenue Recognition

(P) Revenue Recognition

•

Licenses of intellectual property:

If the licenses to intellectual property are determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from

non-refundable,

upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the related revenue recognition accordingly.

•

Milestone payments:

At the inception of each arrangement that includes research, development or regulatory milestone payments, the Company

re-evaluates

the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price on a cumulative

catch-up

basis in earnings in the period of the adjustment.

•

Royalties and commercial milestone payments:

For arrangements that include sales-based royalties, including commercial milestone payments

based on a

pre-specified

Recently Adopted Accounting Pronouncements

(J) Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

No. 2020-06”).

ASU

No. 2020-06

is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The early-adoption of ASU

No. 2020-06

on April 1, 2021 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

(Q) Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU

No. 2016-13,

“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU

No. 2016-13”),

which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU

No. 2016-13

available-for-sale

debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU

No. 2016-13

is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of ASU

No. 2016-13

on April 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

(R) Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

No. 2020-06”).

ASU

No. 2020-06

is not expected to have a material impact on the Company’s consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash


	June 30, 2021		March 31, 2021
Cash and cash equivalents	$	1,996,733	$	2,055,044
Restricted cash		11,644		86,632

Cash, cash equivalents and restricted cash	$	2,008,377	$	2,141,676


	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	2,055,044	$	2,183,207
Restricted cash		86,632		86,045

Cash, cash equivalents and restricted cash	$	2,141,676	$	2,269,252

Schedule of Estimated Useful Lives Used for Asset Type

The following table provides the range of estimated useful lives used for each asset type:


Property and Equipment		Estimated Useful Life
Computers		3 years
Equipment		5 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

Discontinued Operations (Tables)

12 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Summary Of Disposal Groups Including Discontinued Operations Income Statement

The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands).


	Year Ended March 31, 2020
Operating expenses:
Research and development	$	265,452
General and administrative		119,885

Total operating expenses		385,337

Loss from operations		(385,337	)

Gain on sale of business		(1,985,949	)
Interest income		(2,305	)
Interest expense (1)		13,733
Other expense		8,866

Income from discontinued operations before income taxes		1,580,318
Income tax expense		1,892

Income from discontinued operations, net of tax	$	1,578,426

Loss from discontinued operations before income taxes attributable to noncontrolling interests	$	(141,783	)
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd.		1,722,101

Income from discontinued operations before income taxes	$	1,580,318

(1)	Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash amortization of debt discounts and issuance costs.

Summary of Cash Flows from Discontinued Operations

The significant cash flow items from discontinued operations were as follows (in thousands):


	Year Ended March 31, 2020
Gain on sale of business	$	(1,985,949	)
Share-based compensation	$	54,821
Acquired in-process research and development	$	16,405

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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+ Details

Balance Sheet Components (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

Other current assets at June 30, 2021 and March 31, 2021 consisted of the following (in thousands):


	June 30, 2021		March 31, 2021

Prepaid expenses	$	44,941	$	39,544
Trade receivables, net		3,416		11,222
Income tax receivable		1,993		1,803

Other		7,815		1,681

Total other current assets	$	58,165	$	54,250

Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Prepaid expenses	$	39,544	$	16,344
Receivables for value added tax (VAT) paid		807		5,978
Note receivable		—		5,000
Trade receivables, net		11,222		3,669
Income tax receivable		1,803		632
Other		874		2,140

Total other current assets	$	54,250	$	33,763

Schedule of Accrued Expenses

Accrued expenses at June 30, 2021 and March 31, 2021 consisted of the following (in thousands):


	June 30, 2021		March 31, 2021

Research and development expenses	$	28,347	$	20,755
Compensation-related expenses		15,242		38,552
Professional services expenses		16,489		10,267
Other general and administrative expenses		13,710		7,362

Total accrued expenses	$	73,788	$	76,936

Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Research and development expenses	$	20,755	$	21,607
Compensation-related expenses		38,552		29,113
Professional services expenses		10,267		5,135
Other general and administrative expenses		7,362		12,766

Total accrued expenses	$	76,936	$	68,621

Schedule of Other Current Liabilities

Other current liabilities at June 30, 2021 and March 31, 2021 consisted of the following (in thousands):


	June 30, 2021		March 31, 2021

Deferred revenue	$	3,777	$	5,918
Income tax payable		199		207
Other		4,325		3,037

Total other current liabilities	$	8,301	$	9,162

Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Deferred revenue	$	5,918	$	3,621
Income tax payable		207		1,497
Other		3,037		234

Total other current liabilities	$	9,162	$	5,352

Long Term Debt and Loan Commitment (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long Term Debt

Long-term debt, net consists of the following (in thousands):


	June 30, 2021			March 31, 2021

Principal amount	$	195,200		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(13,850	)		(1,210	)

Total debt, net		186,350			170,280
Less: current portion		—			—

Total long-term debt, net	$	186,350		$	170,280

Long-term debt, net consists of the following (in thousands):


	March 31, 2021			March 31, 2020
Principal amount	$	171,490		$	110,490
Less: unamortized debt discount and issuance costs		(1,210	)		(1,898	)

Total debt, net		170,280			108,592
Less: current portion		—			—

Total long-term debt, net	$	170,280		$	108,592

Schedule of Company's Annual Payments


Years Ending March 31,
2022	$	3,129
2023		13,306
2024		4,955
2025		—
2026		—
Thereafter		—

Total	$	21,390

Shareholders' Equity and Redeemable Noncontrolling Interest (Tables)

12 Months Ended

Mar. 31, 2021

Equity [Abstract]

Shareholders' Equity and Redeemable Non-Controlling Interest

A summary of payments made during the year ended March 31, 2020 relating to the purchase of equity securities by the Company is as follows (in thousands):


	Cash Payment
Common stock	$	950,722
Other equity instruments		39,292

Total cash paid	$	990,014

Share-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Schedule of Fair Value Assumptions


	Years Ended March 31,
Assumptions	2021			2020
Expected stock price volatility		74.84	%		66.47	%
Expected risk free interest rate		0.43	%		2.27	%
Expected term, in years		6.25			6.72
Expected dividend yield		—	%		—	%

Summary of Stock Option Activity

A summary of stock option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows:


	Number of Stock Options			Weighted Average Exercise Price
Stock options outstanding at March 31, 2021		9,389,371		$	26.61
Granted		3,798,605		$	29.26
Forfeited		(106,428	)	$	30.27

Stock options outstanding at June 30, 2021		13,081,548		$	27.35

A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Stock options outstanding at March 31, 2020		8,176,814		$	24.52	$	16.53		7.93
Granted		1,482,604		$	38.71	$	25.37
Forfeited/Canceled		(270,047	)	$	29.89	$	19.85

Stock options outstanding at March 31, 2021		9,389,371		$	26.61	$	17.90		7.26

Stock options exercisable at March 31, 2021		5,533,848		$	21.52	$	14.95		6.49

Summary of Fair Value of Vested Stock Option

Additional information regarding stock options is set forth below (in thousands, except per share data).


	Years Ended March 31,
	2021		2020
Grant date fair value of stock options vested	$	25,711	$	33,789
Weighted-average grant date fair value per share of stock options granted	$	25.37	$	20.63

Summary of Restricted Stock Units

A summary of restricted stock units under the RSL 2015 EIP is as follows:


	Number of Restricted Stock Units
Non-vested balance at March 31, 2021		2,292,738
Granted		5,939,340
Forfeited		(119,285	)

Non-vested balance at June 30, 2021		8,112,793

A summary of restricted stock units under the RSL 2015 EIP is as follows:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		1,008,175		$	32.50
Granted		1,454,199		$	39.19
Forfeited		(169,636	)	$	36.36

Non-vested balance at March 31, 2021		2,292,738		$	36.53

Summary of Share-Based Compensation Expense

Share-based compensation expense was as follows (in thousands):


	Three Months Ended June 30,
	2021		2020
Share-based compensation expense recognized as:

R&D expenses	$	1,615	$	1,119
G&A expenses		17,654		13,159

Total	$	19,269	$	14,278

Share-based compensation expense from continuing operations was as follows (in thousands):


	Years Ended March 31,
	2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	22,637	$	7,738
G&A expenses		62,321		60,013

Total	$	84,958	$	67,751

Performance Options [Member]

Schedule of Fair Value Assumptions


	Year Ended March 31,
Assumptions	2020
Expected stock price volatility		73.60	%
Expected risk free interest rate		0.62	%
Expected term		6 years
Expected dividend yield		—	%

Summary of Stock Option Activity

A summary of Performance Option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows:


	Number of Performance Options		Weighted Average Exercise Price

Performance Options outstanding at March 31, 2021		14,425,663	$	38.93
Granted		—	$	—
Forfeited		—	$	—

Performance Options outstanding at June 30, 2021		14,425,663	$	38.93

A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Performance Options outstanding at March 31, 2020		14,518,870		$	38.97	$	23.78		6.00
Granted		—		$	—	$	—
Forfeited		(93,207	)	$	46.38	$	22.18

Performance Options outstanding at March 31, 2021		14,425,663		$	38.93	$	23.42		5.00

CVARs [Member]

Summary of Restricted Stock Units

A summary of CVARs under the RSL 2015 EIP is as follows:


	Number of CVARs

Non-vested balance at March 31, 2021		11,088,658
Granted		—
Forfeited		—

Non-vested balance at June 30, 2021		11,088,658

A summary of CVARs under the RSL 2015 EIP is as follows:


	Number of CVARs		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		11,088,658	$	2.07
Granted		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		11,088,658	$	2.07

Performance RSU [Member]

Summary of Restricted Stock Units

A summary of Performance RSU activity under the pRSU Plan is as follows:


	Number of Performance RSUs

Non-vested balance at March 31, 2021		200,000
Granted		—
Forfeited		—

Non-vested balance at June 30, 2021		200,000

A summary of pRSU activity under the pRSU Plan is as follows:


	Number of pRSUs			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		266,845		$	13.92
Granted		—		$	—
Forfeited		(66,845	)	$	13.92

Non-vested balance at March 31, 2021		200,000		$	13.92

RSL Common Share Award

Summary of Stock Option Activity

A summary of RSL restricted common stock activity as of June 30, 2021 is as follows:


	Number of Restricted Common Stock

Non-vested balance at March 31, 2021		587,824
Granted		—
Forfeited		—

Non-vested balance at June 30, 2021		587,824

A summary of RSL restricted common stock activity as of March 31, 2021 is as follows:


	Number of Restricted Common Stock		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		—	$	—
Granted		587,824	$	38.50
Vested		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		587,824	$	38.50

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2021

Schedule of Company's net deferred tax assets

Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands):


	March 31, 2021			March 31, 2020
Deferred tax assets
Research tax credits	$	19,063		$	6,303
Intangible assets		50,564			43,626
Net operating loss		202,906			116,619
Share-based compensation		26,623			18,413
Lease liabilities		16,638			17,194
Other		7,303			7,060

Subtotal		323,097			209,215
Valuation allowance		(303,287	)		(187,831	)

Deferred tax liabilities
Depreciation		(1,214	)		(1,833	)
Right-of-use assets		(13,908	)		(15,409	)
Other		(4,688	)		(4,142	)

Total deferred tax assets (liabilities)	$	—		$	—

Reconciliation of Federal Statutory Income Taxes Rate


	Year Ended March 31, 2021					Year Ended March 31, 2020
Income tax benefit at Bermuda statutory rate	$	—		—	%	$	—		—	%
Foreign rate differential (1)		(150,778	)	16.78	%		(74,922	)	13.36	%
Permanent disallowed IPR&D		111,432		(12.40	)%		—		—	%
Nondeductible changes in the fair value of investments and loss from equity method investment		(22,472	)	2.50	%		20,840		(3.72	)%
Nontaxable (loss) gain on deconsolidation of business		(16,438	)	1.83	%		29,041		(5.18	)%
Permanent adjustments		2,923		(0.33	)%		(20,395	)	3.64	%
R&D tax credits		(10,555	)	1.17	%		(5,990	)	1.07	%
Rate changes		2,443		(0.27	)%		(29,238	)	5.21	%
Valuation allowance		85,046		(9.46	)%		87,677		(15.63	)%
Other		85		(0.01	)%		111		(0.02	)%

Total income tax expense	$	1,686		(0.19	)%	$	7,124		(1.27	)%

(1)	Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate.

Schedule of Loss Before Income Taxes and Related Expense/(Benefit)

The loss before income taxes and the related expense/(benefit) are as follows (in thousands):


	Years Ended March 31,
	2021			2020
Loss before income taxes:
United States	$	(212,921	)	$	(69,264	)
Switzerland		(424,494	)		(355,422	)
Bermuda		(227,471	)		(105,604	)
Other (1)		(33,661	)		(30,696	)

Total loss before income taxes	$	(898,547	)	$	(560,986	)

(1)	Primarily Greater China and United Kingdom activity


	Years Ended March 31,
	2021		2020
Current taxes:
United States	$	1,365	$	6,327
Switzerland		—		—
Bermuda		—		—
Other (1)		321		797

Total current tax expense	$	1,686	$	7,124

Deferred taxes:
United States	$	—	$	—
Switzerland		—		—
Bermuda		—		—
Other (1)		—		—

Total deferred tax benefit	$	—	$	—

Total income tax expense	$	1,686	$	7,124

(1)	Primarily Greater China, United States state and local and United Kingdom activity

Leases (Tables)

12 Months Ended

Mar. 31, 2021

Leases [Abstract]

Schedule of Operating Lease Costs

The components of operating lease expense for the Company were as follows (in thousands):


	Years Ended March 31,
	2021		2020
Operating lease cost	$	11,931	$	11,515
Short-term lease cost		237		872
Variable lease cost		704		379

Total operating lease cost	$	12,872	$	12,766

Summary of Operating Lease ROU Assets and Operating Lease Liabilities

Information related to the Company’s operating lease ROU assets and operating lease liabilities was as follows (in thousands, except periods and percentages):


	During the Year Ended March 31,
	2021		2020
Cash paid for operating lease liabilities	$	8,830	$	8,108
Operating lease ROU assets obtained in exchange for operating lease liabilities	$	5,491	$	56,025


	March 31, 2021			March 31, 2020
Weighted average remaining lease term (in years)		9.6			10.2
Weighted average discount rate		7.1	%		7.1	%

Schedule of Maturities of Operating Lease Liabilities

As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands):


Years Ending March 31,
2022	$	13,386
2023		11,814
2024		11,718
2025		9,734
2026		8,617
Thereafter		51,674

Total lease payments		106,943
Less: present value adjustment		(29,348	)
Less: tenant improvement allowance		(2,898	)

Total	$	74,697

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis


	As of June 30, 2021								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of June 30, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,340,662	$	—	$	—	$	1,340,662	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Sio common shares		50,716		—		—		50,716		48,487		—		—		48,487
Investment in Arbutus common shares		48,521		—		—		48,521		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		69,187		—		69,187		—		76,037		—		76,037
Other investment		11,935		—		—		11,935		11,129		—		—		11,129

Total assets at fair value	$	1,451,834	$	69,187	$	—	$	1,521,021	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	155,200	$	155,200	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value		—		—		5,906		5,906		—		—		67,893		67,893

Total liabilities at fair value	$	—	$	—	$	161,106	$	161,106	$	—	$	—	$	217,993	$	217,993


	As of March 31, 2021								As of March 31, 2020
	Level 1		Level 2		Level 3		Balance as of March 31, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2020
Assets:
Money market funds	$	1,420,597	$	—	$	—	$	1,420,597	$	1,874,662	$	—	$	—	$	1,874,662
Investment in Sio common shares		48,487		—		—		48,487		45,329		—		—		45,329
Investment in Arbutus common shares		53,325		—		—		53,325		16,174		—		—		16,174
Investment in Arbutus convertible preferred shares		—		76,037		—		76,037		—		23,062		—		23,062
Other investments		11,129		—		—		11,129		8,880		—		—		8,880

Total assets at fair value	$	1,533,538	$	76,037	$	—	$	1,609,575	$	1,945,045	$	23,062	$	—	$	1,968,107

Liabilities:
Debt held by Dermavant with NovaQuest	$	—	$	—	$	150,100	$	150,100	$	—	$	—	$	89,100	$	89,100
Liability instruments measured at fair value		—		—		67,893		67,893		—		—		102,373		102,373

Total liabilities at fair value	$	—	$	—	$	217,993	$	217,993	$	—	$	—	$	191,473	$	191,473

Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement


	Range or Point Estimate Used
Input	As of March 31, 2021	As of March 31, 2020
Time to expiration (in years)	3.59	0.49 - 4.59
Risk-free rate	0.52%	0.15% - 0.35%
Volatility	89.0% - 95.0%	91.0% - 110.0%

Schedule of change in the fair value of the derivative warrant liabilities

The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2021 and 2020 were as follows (in thousands):


Balance at March 31, 2020	$	191,473
Changes in fair value of debt and liability instruments, included in net loss		17,125
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at June 30, 2020	$	205,273


Balance at March 31, 2021	$	217,993
Changes in fair value of debt and liability instruments, included in net loss		4,585
Termination of DSP Options		(61,472	)

Balance at June 30, 2021	$	161,106

The changes in fair value of the Level 3 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands):


Balance at March 31, 2019	$	103,628
Issuance of liability instruments measured at fair value		101,567
Changes in fair value of debt and liability instruments, included in net loss		(13,722	)

Balance at March 31, 2020		191,473
Changes in fair value of debt and liability instruments, included in net loss		29,845
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at March 31, 2021	$	217,993

Other (Income) Expense, Net (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2021

Mar. 31, 2021

Other Income and Expenses [Abstract]

Summary of Other (Income) Expense, Net From Continuing Operations

Other (income) expense, net was as follows (in thousands):


	Three Months Ended June 30,
	2021			2020

Loss from equity method investment	$	—		$	3,750
Interest income		(71	)		(621	)
Interest expense		2,513			791
Other income		(2,576	)		(1,078	)

Total	$	(134	)	$	2,842

Other expense, net from continuing operations was as follows (in thousands):


	Years Ended March 31,
	2021			2020
Loss from equity method investment	$	3,750		$	21,386
Interest income		(1,418	)		(17,990	)
Interest expense		2,809			7,683
Other expense		3,560			2,543

Total	$	8,701		$	13,622

Net Loss per Common Share (Tables)

12 Months Ended

Mar. 31, 2021

Schedule of basic and diluted per share of common stock


	Years Ended March 31,
	2021			2020
Loss from continuing operations, net of tax	$	(900,233	)	$	(568,110	)
Net loss from continuing operations, net of tax, attributable to noncontrolling interest		(90,999	)		(48,716	)

Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.		(809,234	)		(519,394	)
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1)		—			(77,777	)

Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.	$	(809,234	)	$	(597,171	)

Income from discontinued operations, net of tax	$	—		$	1,578,426
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest		—			(141,477	)

Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd.	$	—		$	1,719,903

Basic and diluted income from discontinued operations, net of tax	$	—		$	1,719,903

Basic and diluted net (loss) income attributable to Roivant Sciences	$	(809,234	)	$	1,122,732

(1)

Description of Business and Liquidity - Additional Information (Detail) $ in Thousands	3 Months Ended			12 Months Ended
	Jun. 30, 2021 USD ($) Segment	Mar. 31, 2021 USD ($) Segment	Jun. 30, 2020 USD ($)	Mar. 31, 2021 USD ($) Segment	Mar. 31, 2020 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating and reporting segments \| Segment	1	1		1
Cash and cash equivalents	$ 1,996,733	$ 2,055,044		$ 2,055,044	$ 2,183,207
Accumulated deficit	2,000,645	$ 1,918,462		1,918,462	1,109,228
Net loss	$ (101,078)		$ (7,977)	(900,233)	1,010,316
Net losses from continuing operations				$ 900,200	$ 568,100

- Definition

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

+ References

+ Details

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions	Jun. 30, 2021	Mar. 31, 2021
Schedule Of Accounting Policies [Line Items]
Escrowed deposit		$ 75.0
Proceeds from release of escrow deposit	$ 75.0

Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 1,996,733	$ 2,055,044	$ 2,183,207
Restricted cash	11,644	86,632	86,045
Cash, cash equivalents and restricted cash	$ 2,008,377	$ 2,141,676	$ 2,269,252

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail)	12 Months Ended
	Mar. 31, 2021
Computer [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	Lesser of estimated useful life or remaining lease term

Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 29, 2017	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Jul. 31, 2021	Jul. 31, 2020	Apr. 30, 2020
Investments [Line Items]
Common stock Owned, Balance, Shares of Arbutus		16,013,540	16,013,540			16,013,540
Preferred stock Owned, Balance, Shares of Arbutus		1,164,000	1,164,000			1,164,000
Aggregate fair value investment		$ 180,359	$ 188,978			$ 188,978	$ 93,445
Preferred stock issued and sold								639,140	639,140	13,411,311
Carrying value of long-term investment		$ 100,563	$ 100,563			$ 100,563	$ 0
Common stock		222,669,799	222,669,799			222,669,799	214,879,058
Series B Preferred Stock [Member]
Investments [Line Items]
Preferred stock issued and sold									13,411,311
Other Investments [Member]
Investments [Line Items]
Aggregate fair value investment		$ 11,900	$ 11,100			$ 11,100	$ 8,900
Arbutus Biopharma Corporation [Member]
Investments [Line Items]
Premium on the conversion price, percentage	15.00%
Annual compounded conversion rate for preferred share		8.75%	8.75%			8.75%
Conversion price		$ 7.13	$ 7.13			$ 7.13
Closing price	$ 6.20
Ownership interest, percentage					49.90%
Maximum allowed ownership interest percentage					49.99%
Aggregate fair value investment		$ 117,700	$ 129,400			$ 129,400	39,200
Unrealized gain (loss) on investments		$ (11,700)		$ 31,500		$ 90,200	$ 99,900
Closing price of common stock		$ 3.03	$ 3.33			$ 3.33	$ 1.01
Equity method investment ownership percentage		32.00%
Common stock			16,013,540			16,013,540	16,013,540
Preferred stock			1,164,000			1,164,000	1,164,000
Sio Gene Therapies Inc [Member]
Investments [Line Items]
Ownership interest, percentage		27.00%
Aggregate fair value investment		$ 50,700	$ 48,500			$ 48,500	$ 45,300
Unrealized gain (loss) on investments		$ 2,200		7,100		$ 3,200	$ 31,600
Closing price of common stock		$ 2.73	$ 2.61			$ 2.61	$ 2.44
Gain on deconsolidation							$ 107,300
Datavant Holdings, Inc [Member]
Investments [Line Items]
Aggregate fair value investment		$ 99,000	$ 99,000			$ 99,000
Gain on deconsolidation				$ 86,500		86,500
Carrying value of long-term investment		$ 100,600	$ 100,600			$ 100,600
Datavant Holdings, Inc [Member] \| Series B Preferred Stock [Member]
Investments [Line Items]
Gross proceeds from issuance of stock									$ 27,200	$ 27,200
Preferred stock issued and sold									1,065,234	1,065,234
Total purchase price										$ 2,500
Issued relating to the conversion of certain liability instruments										1,800,253

Asset Acquisitions and License Agreements -Additional Information (Detail) $ in Thousands, € in Millions, $ in Millions		1 Months Ended												3 Months Ended		12 Months Ended		26 Months Ended
	Jul. 31, 2020 USD ($) shares	Mar. 31, 2021 USD ($) shares	Jan. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 30, 2020 USD ($)	Jul. 31, 2020 USD ($)	Jan. 31, 2020 USD ($)	Aug. 31, 2019 USD ($)	Aug. 31, 2019 CAD ($)	Apr. 30, 2018 USD ($)	May 31, 2012 USD ($)	May 31, 2012 EUR (€)	May 31, 2012 CAD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2020 USD ($)
Business Acquisition [Line Items]
Long term debt		$ 170,280												$ 186,350		$ 170,280	$ 108,592
Stock issued, value																301,744	999,193
Gain (loss) on remeasurement of investment														(8,619)	$ 41,148	95,533	(136,005)
Research and development expense														78,626	58,734	832,758	263,217
Subscription receivable		100,000														100,000
Payment to acquire business, net																0	500
Share-based compensation expense														$ 19,269	$ 14,278	84,958	122,572
Silicon Therapeutics [Member]
Business Acquisition [Line Items]
Business combination, consideration transferred		$ 450,000
Research and development expense																399,600
Number of shares issued in business combination \| shares		7,316,583
Payment to acquire business, net		$ 14,000														15,600
Business combination, recognized identifiable assets acquired and liabilities assumed, assets		402,400														402,400
Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, accounts payable		281,700														281,700
Business acquisition, equity interest issued or issuable, value assigned		105,100														105,100
Share-based compensation expense																23,500
Fair value of common shares		22,600														22,600
Fair value of restricted stock																15,600
Silicon Therapeutics [Member] \| First Tranche [Member]
Business Acquisition [Line Items]
Business combination, consideration transferred, liabilities incurred		350,000
Silicon Therapeutics [Member] \| Second Tranche [Member]
Business Acquisition [Line Items]
Business combination, consideration transferred, liabilities incurred		100,000
Dermavant Sciences Ltd [Member]
Business Acquisition [Line Items]
Net upfront cash payment											$ 191,000	€ 150.0
Contingent payment											133,000	€ 100.0
Future development and commercial milestone payments											137,000		$ 180.0
Long term debt											$ 117,500
Milestone payment								$ 23,000	$ 30.0
Nonrefundable, upfront payment							$ 60,000
Nonrefundable, upfront payment							$ 53,000
Non-refundable, up-front payment recognized																	$ 60,000
Genevant Sciences Ltd [Member]
Business Acquisition [Line Items]
Equity ownership interest, additional cash contribution										$ 38,700
Promissory notes issued																		$ 20,100
Stock issued \| shares	74,272,043
Stock issued, value	$ 20,500
Aggregate principal amount of notes converted	$ 15,100
Notes converted, shares issued \| shares	54,526,549
Percentage controlling interest	82.90%					82.90%
Investment, fair value		28,800														28,800
Gain (loss) on remeasurement of investment																28,800
Fair value of noncontrolling interests		9,200														9,200
Cash paid for common shares																20,500
Business combination, consideration transferred						$ 58,500
Research and development expense																41,400
Genevant Sciences Ltd [Member] \| Arbutus Biopharma Corporation [Member]
Business Acquisition [Line Items]
Stock issued \| shares	9,057,566
Stock issued, value	$ 2,500
ProteoVant Sciences, Inc [Member]
Business Acquisition [Line Items]
Net upfront cash payment																101,200
Milestone payment			$ 100,000
Aggregate principal amount of notes converted					$ 11,500
Research and development expense																116,500
Upfront proceeds					105,000
Payment under SRA					15,500
Settlement of promissory notes receivable																11,900
Fair value of future contingent consideration payments		$ 3,400														$ 3,400
Equity investment				$ 200,000
Ownership interest				40.00%
Subscription receivable			$ 100,000
ProteoVant Sciences, Inc [Member] \| First Product First Product for Each Molecular Target Covered by Intellectual Property [Member] \| Maximum
Business Acquisition [Line Items]
Future development and commercial milestone payments					8,600
ProteoVant Sciences, Inc [Member] \| First Product Targets Targeting Each of Two Specified Initial Targets [Member] \| Maximum
Business Acquisition [Line Items]
Future development and commercial milestone payments					100,000
ProteoVant Sciences, Inc [Member] \| First Product Targets Each of Certain Specified Additional MolecularTargets [Member] \| Maximum
Business Acquisition [Line Items]
Future development and commercial milestone payments					51,000
Affivant Sciences [Member]
Business Acquisition [Line Items]
Net upfront cash payment					40,000
Newly issued shares					20,000
Affivant Sciences [Member] \| Maximum
Business Acquisition [Line Items]
Future development and commercial milestone payments					$ 2,000,000

Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Dec. 27, 2019	Dec. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	May 31, 2021
Transaction Agreement [Line Items]
Gain (loss) on sale of stock transactions						$ (43,398)
Escrow amount	$ 75,000
Restricted cash	$ 86,632			$ 11,644		86,045
Gain on termination of Sumitomo Options				66,472	$ 0
Transition Services And Strategic Cooperation Agreement [Member]
Transaction Agreement [Line Items]
Transition and cooperation agreement billed amount,Net of amounts billed by sumitovant				300	$ 400
Asset Purchase Agreement [Member]
Transaction Agreement [Line Items]
Consideration received in cash							$ 5,000
Gain on termination of Sumitomo Options				66,500
Sumitomo [Member]
Transaction Agreement [Line Items]
Percentage of granted option to purchase ownership interest	75.00%	75.00%
Number of shares transferred			26,952,143
Consideration received in transaction			$ 999,200			2,900,000
Gain (loss) on sale of stock transactions						$ 2,000,000
Escrow amount		$ 75,000	75,000
Restricted cash	$ 75,000		75,000
Sale Of Stock Consideration Cash Received On Transaction			2,900,000
Stock offer to repurchase during period value of the proceeds received from transaction agreement				$ 1,000,000
Sumitomo [Member] \| Employee [Member]
Transaction Agreement [Line Items]
Aggregate fair value of issued instruments to employees on transaction			39,100
Deferred compensation equity			24,800
Deferred compensation liability			14,300
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements	1,865,416			1,863,451	1,873,480	1,880,980
Sumitomo [Member] \| Maximum
Transaction Agreement [Line Items]
Repurchase of RSL's equity securities approved amount			$ 1,000,000

Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Prepaid expenses	$ 44,941	$ 39,544	$ 16,344
Receivables for value added tax (VAT) paid		807	5,978
Note receivable		0	5,000
Trade receivables, net	3,416	11,222	3,669
Income tax receivable	1,993	1,803	632
Other	7,815	1,681	2,140
Total other current assets	$ 58,165	$ 54,250	$ 33,763

Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Components [Line Items]
Total accrued expenses	$ 73,788	$ 76,936	$ 68,621
R&D Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	28,347	20,755	21,607
Employee Related Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	15,242	38,552	29,113
Professional Services Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	16,489	10,267	5,135
Other General and Administrative Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	$ 13,710	$ 7,362	$ 12,766

Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Deferred revenue	$ 3,777	$ 5,918	$ 3,621
Income tax payable	199	207	1,497
Other	4,325	3,037	234
Total other current liabilities	$ 8,301	$ 9,162	$ 5,352

Long Term Debt and Loan Commitment (Detail) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	May 31, 2019
Long-term Debt, Unclassified [Abstract]
Principal amount	$ 195,200,000	$ 170,100,000
Principal amount		171,490,000	$ 110,490,000
Exit fee / end of term charge	5,000,000	1,390,000		$ 5,000.0
Less: unamortized debt discount and issuance costs	(13,850,000)	(1,210,000)	(1,898,000)
Total debt, net	186,350,000	170,280,000	108,592,000
Less: current portion	0	0	0
Total long term debt, net	$ 186,350,000	$ 170,280,000	$ 108,592,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-Term Debt and Loan Commitment - Additional Information (Detail) - USD ($)		1 Months Ended
	May 01, 2021	May 31, 2021	Jan. 31, 2020	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	May 31, 2019	Oct. 31, 2018	Aug. 31, 2018
Debt Instrument [Line Items]
Debt principal amount					$ 20,000,000.0		$ 20,000,000.0
Debt interest rate							9.95%
Debt Instrument, Fee Amount				$ 4,000.0		$ 1,400,000	$ 1,400,000
Debt Instrument Exit Fee And End Of Term Charge				5,000,000	1,390,000		$ 5,000.0
Proceed from equity and debt financing			$ 110,000,000.0
Proceeds from credit facility	$ 40,000,000.0	$ 40,000,000.0
Interest rate	10.00%
Debt Instrument, Term	5 years
Class of warrants or rights number of shares called by each warrant or right		1,199,072
Class of Warrant or Right, Exercise Price per share		$ 0.01
Revenue Interest Purchase and Sale Agreement [Member]
Debt Instrument [Line Items]
Securities Purchased under Agreements to Resell		$ 160,000,000.0
Minimum Amount of Annual Net Sales To Qualify Under Revenue Interest Purchase Agreement, Contingent Threshold		$ 160,000,000.0
Prime Rate [Member]
Debt Instrument [Line Items]
Debt interest rate							4.45%
NovaQuest Agreement [Member]
Debt Instrument [Line Items]
Debt principal amount								$ 17,500,000	$ 100,000,000.0
Debt fair value				$ 155,200,000	150,100,000	$ 89,100,000
NovaQuest Agreement [Member] \| Regulatory Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments					440,600,000				440,600,000
Possible offset of regulatory milestone payments with commercial milestone					88,100,000				88,100,000
NovaQuest Agreement [Member] \| Commercial Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments					$ 141,000,000.0				$ 141,000,000.0

Long Term Debt and Convertible Notes Payable - Schedule of Company's Annual Payments (Detail) $ in Thousands	Mar. 31, 2021 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 3,129
2023	13,306
2024	4,955
2025	0
2026	0
Thereafter	0
Total	$ 21,390

Shareholders' Equity and Redeemable Non-Controlling Interest - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended								12 Months Ended
	Dec. 27, 2019	Dec. 26, 2019	Mar. 31, 2021	Sep. 30, 2020	May 31, 2020	Apr. 30, 2020	Mar. 31, 2020	Jan. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Mar. 31, 2021	Mar. 31, 2020	Jun. 30, 2021	May 31, 2021	Feb. 29, 2020
Class of Stock [Line Items]
Warrant exercise price per share														$ 0.01
Earnout shares											(i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share.
Common stock issued			222,669,799	17,547,938			214,879,058				222,669,799	214,879,058	222,669,799	17,547,938
Net proceeds of common stock											$ 0	$ 999,193
Convertible Notes Payable [Member]
Class of Stock [Line Items]
Conversion of stock , share converted											2,500,000
Carrying amount of the convertible promissory			$ 35,600								$ 35,600
Common Stock [Member]
Class of Stock [Line Items]
Public offering shares of common stock											7,202,917	26,952,143
Underwritten Public Offering [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Public offering shares of common stock				380,000		1,034,483
Net proceeds of common stock				$ 12,500		$ 15,000
Sumitomo Transaction Agreement [Member] \| Roivant Equity Repurchase [Member]
Class of Stock [Line Items]
Offer to repurchase common stock held by each holder		11.23%
Common stock per share		$ 37.10
Description of share repurchase offer											The offers included (i) an offer to repurchase up to approximately 11.23% of the common stock held by each holder (and its affiliates) of the Company’s common stock as of December 26, 2019, at a price per share of $37.10 representing fair value of the common stock, (ii) an offer to purchase vested stock options whose fair market value (as determined as of December 27, 2019) was less than or equal to the fair market value of approximately 11.23% of the earliest-granted of such holder’s outstanding vested and unvested stock options, at a purchase price equal to such vested option’s fair market value, and (iii) an offer to holders of performance restricted stock units (“pRSUs”) to surrender 100% of their existing pRSUs in exchange for newly issued performance stock options and capped value appreciation rights. The offer to the holders of pRSUs included an offer by the Company to immediately purchase approximately 11.23% of the newly issued performance stock options and capped value appreciation rights for cash.
Maximum \| Sumitomo Transaction Agreement [Member] \| Roivant Equity Repurchase [Member]
Class of Stock [Line Items]
Equity securities authorized for repurchase															$ 1,000,000
Immunovant, Inc [Member]
Class of Stock [Line Items]
Earnout shares											20,000,000
Immunovant, Inc [Member] \| Convertible Notes Payable [Member]
Class of Stock [Line Items]
Conversion of stock , share converted											7,156,495
Immunovant, Inc [Member] \| Warrant
Class of Stock [Line Items]
Number of outstanding warrants			5,719,145		5,750,000						5,719,145
Warrant exercise price per share			$ 11.50		$ 11.50						$ 11.50
Number of exercisable outstanding warrants			11,438,290		11,500,000						11,438,290
Proceeds of warrants											$ 65,800
Warrants cancellation											$ 61,710
Immunovant, Inc [Member] \| Underwritten Public Offering [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Common stock per share				$ 33.00		$ 14.50
Public offering shares of common stock				6,060,606		9,613,365
Net proceeds of common stock				$ 188,100		$ 131,000
Health Sciences [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Stock acquired related to business acquisition										42,080,376
Health Sciences [Member] \| Series A 1 Preferred Stock [Member]
Class of Stock [Line Items]
Stock acquired related to business acquisition										10,000
Sumitomo [Member]
Class of Stock [Line Items]
Number of shares transferred	26,952,143								26,952,143
Share price									$ 37.10
Net proceeds from sale of stock									$ 999,200			$ 2,900,000
Sumitomo [Member] \| Maximum
Class of Stock [Line Items]
Equity securities authorized for repurchase									$ 1,000,000
Cytovant Science HK Ltd [Member] \| Series A 1 Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares transferred							20,085,301
Share price							$ 1.17					$ 1.17
Net proceeds from sale of stock							$ 22,500
Health Sciences [Member]
Class of Stock [Line Items]
Number of outstanding warrants										11,500,000
Warrant exercise price per share										$ 11.50
Health Sciences [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Number of outstanding warrants										5,750,000
Health Sciences [Member] \| Immunovant, Inc [Member]
Class of Stock [Line Items]
Percentage of common stock acquired related to business acquisition										100.00%
Cash as a result of the Business Combination										$ 111,000
Proceeds related to common stock purchase by RSL										$ 5,100
Immunovant Sciences Ltd [Member]
Class of Stock [Line Items]
Common stock issued				20,000,000	20,000,000
Immunovant Sciences Ltd [Member] \| Restricted Stock [Member]
Class of Stock [Line Items]
Restricted shares vested				1,800,000	1,800,000
Immunovant Sciences Ltd [Member] \| Convertible Notes Payable [Member]
Class of Stock [Line Items]
Conversion of stock , share converted											3,499,995
Sinovant Inc [Member]
Class of Stock [Line Items]
Annualized return rate			12.00%
Preferred stock purchase price per share								$ 12.26
Preferred stock purchase price								$ 132,900
Repurchase of redeemable noncontrolling interest								$ 77,800

Shareholders' Equity and Redeemable Non-Controlling Interest - Schedule of payments of equity securities (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Payments for Repurchase of Equity [Abstract]
Common stock				$ 950,722
Other equity instruments				39,292
Total cash paid	$ 0	$ 113	$ 113	$ 990,014

Share-Based Compensation - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 19,269,000	$ 14,278,000	$ 84,958,000	$ 67,751,000
RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 0
Grant expiration period			8 years
Unrecognized compensation expense related to non-vested stock			$ 83,800,000
Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			0
Unrecognized compensation expense related to non-vested stock			337,800,000
CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 0
Grant expiration date			Mar. 31, 2026
Grant, Description			each CVAR pays in common shares the excess of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $37.10, over (b) the hurdle price of either $18.70 or $33.63, as applicable to each grant.
Unrecognized compensation expense			$ 23,000,000.0
Performance RSU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	0	12,300,000
Unrecognized compensation expense			2,800,000
RSL Common Share Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 800,000		$ 100,000
Remaining weighted-average service period			3 years 4 months 20 days
Unrecognized compensation expense			$ 6,900,000
Restricted common stock fair value			$ 15,600,000
2015 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance	22,800,000		22,800,000
Common shares available for grant	786,125		10,296,392
Share-based compensation expense			$ 32,300,000	$ 31,800,000
Unrecognized compensation expense related to non-vested stock			$ 70,800,000
Remaining weighted-average service period			2 years 11 months 15 days
Stock options vested			5,533,848	4,123,953
2015 EIP [Member] \| Special Reserve [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance			26,558,238
Common shares reserved for performance options and capped value appreciation rights	26,558,238
Common shares available for grant	0		0
2015 EIP [Member] \| RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0	0
2015 EIP [Member] \| Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	0
2015 EIP [Member] \| CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	0
2015 EIP [Member] \| Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	10,300,000	7,800,000
Grant contractual term			6 years 5 months 26 days
Subsidiary EIPs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 8,200,000	$ 6,500,000	$ 29,100,000	$ 22,100,000
Grant vesting period	4 years		4 years
Grant contractual term	10 years		10 years
pRSU Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance	200,000		200,000
Grant expiration period	8 years		8 years
Equity repurchase			$ 17,044,465
Percentage of share repurchased			11.23%

Share-Based Compensation - Schedule of Fair Value Assumptions (Detail)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	74.84%	66.47%
Expected risk free interest rate	0.43%	2.27%
Expected term	6 years 3 months	6 years 8 months 19 days
Expected dividend yield	0.00%	0.00%
Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	73.60%
Expected risk free interest rate	0.62%
Expected term	6 years
Expected dividend yield	0.00%

Share-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Option [Member] - 2015 EIP [Member] - $ / shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding ,Beginning balance	9,389,371	8,176,814
Options Granted	3,798,605	1,482,604
Options Forfeited/Canceled	(106,428)	(270,047)
Stock options outstanding , Ending balance	13,081,548	9,389,371	8,176,814
Stock options exercisable		5,533,848
Weighted average exercise price, Beginning balance	$ 26.61	$ 24.52
Weighted average exercise price, Granted	29.26	38.71
Weighted average exercise price,Forfeited/Canceled	30.27	29.89
Weighted average exercise price, Ending balance	27.35	26.61	$ 24.52
Weighted average exercise price, exercisable		21.52
Weighted Average Grant Date Fair Value, Beginning balance	$ 17.90	16.53
Weighted average grant date fair value, Granted		25.37
Weighted Average Grant Date Fair Value, Granted		19.85
Weighted Average Grant Date Fair Value, Ending balance		17.90	$ 16.53
Weighted Average Grant Date Fair Value, exercisable		$ 14.95
Weighted Average Remaining Contractual Life		7 years 3 months 3 days	7 years 11 months 4 days
Weighted Average Remaining Contractual Life, exercisable		6 years 5 months 26 days

Share-Based Compensation - Summary of Fair Value of Vested Stock Option (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Grant date fair value of stock options vested	$ 25,711	$ 33,789
Weighted-average grant date fair value per share of stock options granted	$ 25.37	$ 20.63

Share-Based Compensation - Summary of Restricted Stock Units (Detail) - RSUs [Member] - 2015 EIP [Member] - $ / shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	2,292,738	1,008,175
Granted	5,939,340	1,454,199
Forfeited	(119,285)	(169,636)
Non-vested balance, ending	8,112,793	2,292,738
Non-vested units, Beginning balance	$ 36.53	$ 32.50
Weighted Average Grant Date Fair Value,Granted		39.19
Weighted Average Grant Date Fair Value,Forfeited		36.36
Non-vested units , Ending balance		$ 36.53

Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member] - $ / shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding ,Beginning balance	14,425,663	14,518,870
Options Granted	0	0
Options Forfeited	0	(93,207)
Stock options outstanding , Ending balance	14,425,663	14,425,663	14,518,870
Weighted average exercise price, Beginning balance	$ 38.93	$ 38.97
Weighted average exercise price, Granted	0	0
Weighted average exercise price, Forfeited	0	46.38
Weighted average exercise price, Ending balance	38.93	38.93	$ 38.97
Weighted average grant date fair value, Beginning balance	$ 23.42	23.78
Weighted average grant date fair value, Granted		0
Weighted average grant date fair value, Forfeited		22.18
Weighted average grant date fair value, Ending balance		$ 23.42	$ 23.78
Performance Options outstanding at March 31, 2020		5 years	6 years

Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member] - $ / shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	11,088,658	11,088,658
Granted	0	0
Forfeited	0	0
Non-vested balance, ending	11,088,658	11,088,658
Non-vested units, Beginning balance	$ 2.07	$ 2.07
Weighted average grant date fair value, Granted		0
Weighted average grant date fair value, forfeited		0
Non-vested units , Ending balance		$ 2.07

Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member] - $ / shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	200,000	266,845
Units Granted	0	0
Units Forfeited	0	(66,845)
Non-vested balance, ending	200,000	200,000
Non-vested units, Beginning balance	$ 13.92	$ 13.92
Units Granted		0
Units Forfeited		13.92
Non-vested units , Ending balance		$ 13.92

Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award - $ / shares	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	587,824	0
Granted	0	587,824
Vested		0
Forfeited	0	0
Non-vested balance, ending	587,824	587,824
Weighted Average Grant Date Fair Value, vested		$ 38.50
Weighted Average Grant Date Fair Value, vested		0
Weighted Average Grant Date Fair Value, Forfeited		0
Weighted Average Grant Date Fair Value, Ending Balance		$ 38.50

Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 19,269	$ 14,278	$ 84,958	$ 67,751
R&D Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,615	1,119	22,637	7,738
G&A Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 17,654	$ 13,159	$ 62,321	$ 60,013

Discontinued Operations - Summary Of Disposal Groups Including Discontinued Operations Income Statement (Detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Research and development		$ 265,452
General and administrative		119,885
Total operating expenses		385,337
Loss from operations		(385,337)
Gain on sale of business		(1,985,949)
Interest income		(2,305)
Interest expense(1)		13,733
Other expense		8,866
Income from discontinued operations before income taxes		1,580,318
Income tax expense		1,892
Income from discontinued operations, net of tax	$ 0	1,578,426
Loss from discontinued operations before income taxes attributable to noncontrolling interests		(141,783)
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd.		1,722,101
Income from discontinued operations before income taxes		$ 1,580,318

Discontinued Operations - Summary of Cash Flows From Discontinued Operations (Detail) $ in Thousands	12 Months Ended
	Mar. 31, 2020 USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Gain on sale of business	$ (1,985,949)
Share-based compensation	54,821
Acquired in-processresearch and development	$ 16,405

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Sumitovant [Member]
Related Party Transaction [Line Items]
Cost incurred and recorded as offsets to general and administrative expenses	$ 1.4	$ 0.2
Sumitomo [Member]
Related Party Transaction [Line Items]
Access fee paid pursuant to strategic cooperation agreement	$ 1.0	$ 1.0

Income Taxes - Schedule of Loss Before Income Taxes by Geographic Region (Detail) - USD ($)
$ in Thousands

12 Months Ended

Mar. 31, 2021

Mar. 31, 2020

Loss before income taxes:

Total loss before income taxes

$ (898,547)

$ (560,986)

United States [Member]

Loss before income taxes:

Total loss before income taxes

(212,921)

(69,264)

Switzerland [Member]

Loss before income taxes:

Total loss before income taxes

(424,494)

(355,422)

Bermuda [Member]

Loss before income taxes:

Total loss before income taxes

(227,471)

(105,604)

Other [Member]

Loss before income taxes:

Total loss before income taxes

^[1]

$ (33,661)

$ (30,696)

[1]	Primarily Greater China and United Kingdom activity

Income Taxes - Schedule Components of Income Tax Expense (Benefit) (Detail) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2021

Jun. 30, 2020

Mar. 31, 2021

Mar. 31, 2020

Current taxes:

Total current tax expense

$ 1,686

$ 7,124

Deferred taxes:

Total deferred tax benefit

Income tax provision

$ 93

$ 1,221

1,686

7,124

United States [Member]

Current taxes:

Total current tax expense

1,365

6,327

Deferred taxes:

Total deferred tax benefit

Switzerland [Member]

Current taxes:

Total current tax expense

Deferred taxes:

Total deferred tax benefit

Bermuda [Member]

Current taxes:

Total current tax expense

Deferred taxes:

Total deferred tax benefit

Other [Member]

Current taxes:

Total current tax expense

^[1]

321

797

Deferred taxes:

Total deferred tax benefit

$ 0

[1]	Primarily Greater China, United States state and local and United Kingdom activity

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Line Items]
Effective tax rate	(0.10%)	(18.10%)	(0.19%)	(1.27%)
Valuation allowance			$ 303,287	$ 187,831
Valuation allowance increase (decrease)			115,500	168,000
Unrecognized tax benefits			0	$ 0
United States and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating losses			$ 69,700
Minimum \| United States and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating losses expiration date			Mar. 31, 2035
Maximum \| United States and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating losses expiration date			Mar. 31, 2041
Switzerland [Member]
Income Tax Disclosure [Line Items]
Net operating losses			$ 1,181,100
United States [Member]
Income Tax Disclosure [Line Items]
Net operating losses			$ 122,200
Percentage of future taxable income			80.00%
Research and development tax credit carryforwards			$ 19,100
United States [Member] \| Minimum
Income Tax Disclosure [Line Items]
Research and development tax credit expiration date			Mar. 31, 2035
United States [Member] \| Maximum
Income Tax Disclosure [Line Items]
Research and development tax credit expiration date			Mar. 31, 2041
United Kingdom [Member]
Income Tax Disclosure [Line Items]
Net operating losses			$ 28,600
Other Jurisdictions [Member]
Income Tax Disclosure [Line Items]
Net operating losses			$ 75,800

Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Deferred tax assets
Research tax credits	$ 19,063	$ 6,303
Intangible assets	50,564	43,626
Net operating loss	202,906	116,619
Share-based compensation	26,623	18,413
Lease liabilities	16,638	17,194
Other	7,303	7,060
Subtotal	323,097	209,215
Valuation allowance	(303,287)	(187,831)
Deferred tax liabilities
Depreciation	(1,214)	(1,833)
Right-of-use assets	(13,908)	(15,409)
Other	(4,688)	(4,142)
Net Deferred tax assets/(liabilities), net of valuation allowance	$ 0	$ 0

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2021

Jun. 30, 2020

Mar. 31, 2021

Mar. 31, 2020

Effective Income Tax Rate Reconciliation, Amount [Abstract]

Income tax benefit at Bermuda statutory rate

$ 0

Foreign rate differential

^[1]

(150,778)

(74,922)

Permanent disallowed IPR&D

111,432

Nondeductible changes in the fair value of investments and loss from equity method investment

(22,472)

20,840

Nontaxable (loss) gain on deconsolidation of business

(16,438)

29,041

Permanent adjustments

2,923

(20,395)

R&D tax credits

(10,555)

(5,990)

Rate changes

2,443

(29,238)

Valuation allowance

85,046

87,677

Other

111

Income tax provision

$ 93

$ 1,221

$ 1,686

$ 7,124

Effective Income Tax Rate Reconciliation, Percent [Abstract]

Foreign rate differential(1)

^[1]

16.78%

13.36%

Permanent disallowed IPR&D

(12.40%)

Nondeductible changes in the fair value of investments and loss from equity method investment

2.50%

(3.72%)

Nontaxable (loss) gain on deconsolidation of business

1.83%

(5.18%)

Permanent adjustments

(0.33%)

3.64%

R&D tax credits

1.17%

1.07%

Rate changes

(0.27%)

5.21%

Change in Valuation Allowance

(9.46%)

(15.63%)

Other

(0.01%)

(0.02%)

Total income tax expense

(0.10%)

(18.10%)

(0.19%)

(1.27%)

[1]	Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate.

Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) $ in Thousands	Mar. 31, 2021 USD ($)
Maturities of operating lease liabilities [Abstract]
2022	$ 13,386
2023	11,814
2024	11,718
2025	9,734
2026	8,617
Thereafter	51,674
Total lease payments	106,943
Less: present value adjustment	(29,348)
Less: tenant improvement allowance	(2,898)
Total	$ 74,697

Leases - Summary of Operating Lease ROU Assets and Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Cash paid for operating lease liabilities			$ 8,830	$ 8,108
Operating lease ROU assets obtained in exchange for operating lease liabilities	$ 4,579	$ 555	$ 5,491	$ 56,025
Weighted average remaining lease term (in years)			9 years 7 months 6 days	10 years 2 months 12 days
Weighted average discount rate			7.10%	7.10%

Leases - Schedule of Operating Lease Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Lease, Cost [Abstract]
Operating lease cost	$ 11,931	$ 11,515
Short-term lease cost	237	872
Variable lease cost	704	379
Total operating lease cost	$ 12,872	$ 12,766

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	$ 180,359	$ 188,978	$ 93,445
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account	1,521,021	1,609,575	1,968,107
Debt issued by Dermavant to NovaQuest	155,200	150,100	89,100
Liability instruments measured at fair value	5,906	67,893	102,373
Total liabilities at fair value	161,106	217,993	191,473
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account	1,451,834	1,533,538	1,945,045
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in Trust Account	69,187	76,037	23,062
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt issued by Dermavant to NovaQuest	155,200	150,100	89,100
Liability instruments measured at fair value	5,906	67,893	102,373
Total liabilities at fair value	161,106	217,993	191,473
Money Market Funds [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	1,340,662	1,420,597	1,874,662
Money Market Funds [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	1,340,662	1,420,597	1,874,662
Other Investment [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	11,935	11,129	8,880
Other Investment [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	11,935	11,129	8,880
Sio Gene Therapies Inc [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	50,700	48,500	45,300
Sio Gene Therapies Inc [Member] \| Common Stock [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	50,716	48,487	45,329
Sio Gene Therapies Inc [Member] \| Common Stock [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	50,716	48,487	45,329
Arbutus Biopharma Corporation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	117,700	129,400	39,200
Arbutus Biopharma Corporation [Member] \| Common Stock [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	48,521	53,325	16,174
Arbutus Biopharma Corporation [Member] \| Common Stock [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	48,521	53,325	16,174
Arbutus Biopharma Corporation [Member] \| Convertible Preferred Stock [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	69,187	76,037	23,062
Arbutus Biopharma Corporation [Member] \| Convertible Preferred Stock [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	$ 69,187	$ 76,037	$ 23,062

Fair Value Measurements - Additional Information (Detail) $ in Thousands	12 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)
Fair Value Disclosures [Line Items]
Fair value of options	$ 25,711	$ 33,789
Fair value of options	61,500		$ 62,400
Liability Instruments Measured At Fair Value [Member]
Fair Value Disclosures [Line Items]
Fair value of options	$ 62,400	$ 95,900
Minimum \| Measurement Input, Discount Rate [Member]
Fair Value Disclosures [Line Items]
Discount rate	0.06		0.11
Maximum \| Measurement Input, Discount Rate [Member]
Fair Value Disclosures [Line Items]
Discount rate	0.17		0.12

Fair Value Measurements - Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Balance at beginning of period	$ 217,993	$ 191,473	$ 191,473	$ 103,628
Changes in fair value of debt and liability instruments, included in net loss	4,585	17,125	29,845	(13,722)
Termination of DSP Options	(61,472)
Liability instruments disposed due to deconsolidation of subsidiary		(3,325)	(3,325)	101,567
Balance at end of period	$ 161,106	$ 205,273	$ 217,993	$ 191,473

Fair Value Measurements - Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement (Detail)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Measurement Input, Expected Term [Member] \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration (in years)	3 years 7 months 2 days	5 months 26 days
Measurement Input, Expected Term [Member] \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration (in years)	3 years 7 months 2 days	4 years 7 months 2 days
Risk-free rate \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0.0052	0.0015
Risk-free rate \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0.0052	0.0035
Measurement Input, Option Volatility [Member] \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0.890	0.910
Measurement Input, Option Volatility [Member] \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0.950	1.100

Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Retirement Benefits [Abstract]
Defined contribution plan, employer matching contribution	$ 1.7	$ 1.7

Other (Income) Expense, Net - Summary of Other (Income) Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020
Other (income) expense [Abstract]
Loss from equity method investment	$ 0	$ 3,750	$ 3,750	$ 21,386
Interest income	(71)	(621)	(1,418)	(17,990)
Interest expense	2,513	791	2,809	7,683
Other (expense) income	(2,576)	(1,078)	3,560	2,543
Total	$ (134)	$ 2,842	$ 8,701	$ 13,622

Net Loss per Common Share - Summary of Basic and Diluted Net Income Per Share of Common Stock (Detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Loss from continuing operations, net of tax	$ (900,233)	$ (568,110)
Net loss from continuing operations, net of tax, attributable to noncontrolling interest	(90,999)	(48,716)
Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.	(809,234)	(519,394)
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock		(77,777)
Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.	(809,234)	(597,171)
Income from discontinued operations, net of tax	0	1,578,426
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest		(141,477)
Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd.	0	1,719,903
Basic and diluted income from discontinued operations, net of tax		1,719,903
Basic and diluted net (loss) income attributable to Roivant Sciences	$ (809,234)	$ 1,122,732

Net Loss per Common Share - Summary of Basic and Diluted Net Income Per Share of Common Stock (Parenthetical) (Detail) $ in Thousands	12 Months Ended
	Mar. 31, 2020 USD ($)
Earnings Per Share [Abstract]
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock	$ 77,777

Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended
	May 14, 2021	May 01, 2021	Jul. 31, 2021	Jun. 30, 2021	May 31, 2021	Mar. 31, 2021	Mar. 31, 2020	May 31, 2019
Debt principal amount						$ 20,000		$ 20,000
Interest rate		10.00%
Maturity date		5 years
Warrants exercise price					$ 0.01
Long term debt				$ 186,350		170,280	$ 108,592
Subscription receivable				$ 100,000		100,000	$ 0
Dermavant Sciences Ltd [Member] \| Subsequent Event [Member]
Warrants issued to purchase common shares	1,199,072
Warrants exercise price	$ 0.01
Dermavant Sciences Ltd [Member] \| Subsequent Event [Member] \| Credit Facility [Member]
Debt principal amount	$ 40,000
Interest rate	10.00%
Maturity date	5 years
Dermavant Sciences Ltd [Member] \| Subsequent Event [Member] \| Revenue Interest Purchase and Sale Agreement [Member]
Revenue interest purchase and sale agreement amount	$ 160,000
Revenue interest purchase and sale agreement committed fund to be paid	$ 160,000
Dermavant Sciences Ltd [Member] \| Subsequent Event [Member] \| Revision of Prior Period, Reclassification, Adjustment
Long term debt						$ 3,100
Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. [Member] \| Subsequent Event [Member]
Business combination, paid in cash		$ 5,000
ProteoVant Sciences, Inc [Member] \| Subsequent Event [Member]
Subscription receivable			$ 100,000
Equity Method Investments			$ 200,000
Equity Method Investment, Ownership Percentage			40.00%
Datavant [Member] \| Subsequent Event [Member]
Business combination, consideration transferred			$ 320,000