0001193125-21-328922 | 10-Q | XBRL Viewer

Net loss attributable to noncontrolling interests

(225,640)

^[1]

(53,498)

^[1]

(326,718)

(61,475)

(17,159)

(18,100)

(36,054)

(22,834)

Net loss attributable to Roivant Sciences Ltd.

$ (208,481)

$ (35,398)

$ (290,664)

$ (38,641)

Basic and diluted net (loss) income per common share:

Net loss per common share—basic and diluted

^[1]

$ (0.32)

$ (0.06)

$ (0.45)

$ (0.06)

Basic and diluted weighted average shares outstanding:

Weighted average shares outstanding—basic and diluted

^[1]

650,225,764

628,779,048

650,041,993

628,779,048

[1]	Retroactively restated for the stock subdivision as described in Note 3.

Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Statement of Stockholders' Equity [Abstract]

$ (225,640)

^[1]

$ (53,498)

^[1]

$ (326,718)

$ (61,475)

Other comprehensive income (loss):

Total other comprehensive income (loss)

2,545

(1,034)

106

(1,854)

2,545

(1,034)

106

(1,854)

Comprehensive loss

(223,095)

(54,532)

(326,612)

(63,329)

Comprehensive loss attributable to noncontrolling interests

(17,102)

(18,066)

(35,784)

(22,766)

Comprehensive loss attributable to Roivant Sciences Ltd.

$ (205,993)

$ (36,466)

$ (290,828)

$ (40,563)

[1]	Retroactively restated for the stock subdivision as described in Note 3.

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.

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.

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

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

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Balance, shares at Mar. 31, 2020

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 at Mar. 31, 2020

$ 2,086,204

^[1]

$ 22,491

$ 0

^[1]

$ 3,143,739

^[1]

$ 0

^[1]

$ (2,349)

^[1]

$ (1,109,228)

^[1]

$ 54,042

^[1]

^[1]

628,779,048

Issuance of subsidiary common shares, net of issuance costs

^[1]

181,180

104,581

76,599

Issuance of subsidiary common shares to the Company

^[1]

(6,342)

6,342

Exercise of subsidiary stock options

^[1]

Deconsolidation of subsidiary

^[1]

(3,054)

Repurchase of equity awards

^[1]

(113)

^[1]

(149)

149

^[1]

14,278

9,285

4,993

^[1]

(820)

(854)

Balance, shares at Jun. 30, 2020

^[1]

(7,977)

(3,243)

(4,734)

Balance at Jun. 30, 2020

2,269,761

^[1]

22,491

$ 0

^[1]

3,251,037

^[1]

(3,203)

^[1]

(1,112,471)

^[1]

134,398

^[1]

^[1]

628,779,048

Balance at Mar. 31, 2020

2,086,204

^[1]

22,491

$ 0

^[1]

3,143,739

^[1]

(2,349)

^[1]

(1,109,228)

^[1]

54,042

^[1]

Balance, shares at Mar. 31, 2020

^[1]

628,779,048

Balance, shares at Sep. 30, 2020

(61,475)

Balance at Sep. 30, 2020

2,414,357

^[1]

22,491

$ 0

^[1]

3,355,035

^[1]

(4,271)

^[1]

(1,147,869)

^[1]

211,462

^[1]

^[1]

628,779,048

Balance at Jun. 30, 2020

2,269,761

^[1]

22,491

$ 0

^[1]

3,251,037

^[1]

(3,203)

^[1]

(1,112,471)

^[1]

134,398

^[1]

Balance, shares at Jun. 30, 2020

^[1]

628,779,048

Issuance of subsidiary common shares, net of issuance costs

^[1]

175,917

101,418

74,499

Issuance of subsidiary common shares to the Company

^[1]

(5,318)

5,318

Exercise of subsidiary stock options

^[1]

119

Consolidation of unconsolidated entity

^[1]

9,178

Transfer (from) to noncontrolling interest

^[1]

(124)

124

^[1]

(255)

255

^[1]

13,914

8,208

5,706

^[1]

(1,034)

(1,068)

Balance, shares at Sep. 30, 2020

^[1]

(53,498)

(35,398)

(18,100)

Balance at Sep. 30, 2020

2,414,357

^[1]

22,491

$ 0

^[1]

3,355,035

^[1]

(4,271)

^[1]

(1,147,869)

^[1]

211,462

^[1]

^[1]

628,779,048

Balance at Mar. 31, 2021

2,039,514

^[1]

22,491

$ 0

^[1]

3,814,805

^[1]

(100,000)

^[1]

1,445

^[1]

(1,918,462)

^[1]

241,726

^[1]

Balance, shares at Mar. 31, 2021

^[1]

651,576,293

Issuance of subsidiary warrants

^[1]

2,075

2,051

^[1]

(2,973)

2,973

^[1]

19,269

11,091

8,178

^[1]

(2,439)

(2,652)

213

Balance, shares at Jun. 30, 2021

^[1]

(101,078)

(82,183)

(18,895)

Balance at Jun. 30, 2021

1,957,341

^[1]

22,491

$ 0

^[1]

3,824,974

^[1]

(100,000)

^[1]

(1,207)

^[1]

(2,000,645)

^[1]

234,219

^[1]

^[1]

651,576,293

Balance at Mar. 31, 2021

2,039,514

^[1]

22,491

$ 0

^[1]

3,814,805

^[1]

(100,000)

^[1]

1,445

^[1]

(1,918,462)

^[1]

241,726

^[1]

Balance, shares at Mar. 31, 2021

^[1]

651,576,293

Balance, shares at Sep. 30, 2021

(326,718)

Balance at Sep. 30, 2021

2,428,408

^[1]

22,491

$ 0

^[1]

4,245,860

^[1]

1,281

^[1]

(2,209,126)

^[1]

390,393

^[1]

^[1]

684,789,169

Balance at Jun. 30, 2021

1,957,341

^[1]

22,491

$ 0

^[1]

3,824,974

^[1]

(100,000)

^[1]

(1,207)

^[1]

(2,000,645)

^[1]

234,219

^[1]

Balance, shares at Jun. 30, 2021

^[1]

651,576,293

Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs (in shares)

^[1]

32,372,478

Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs

^[1]

129,097

Issuance of the Company's common shares related to settlement of transaction consideration (in shares)

^[1]

840,398

Issuance of the Company's common shares related to settlement of transaction consideration

^[1]

Issuance of subsidiary preferred shares

^[1]

70,000

Issuance of subsidiary common and preferred shares to the Company

^[1]

(52,189)

52,189

Payment of subscription receivable

^[1]

100,000

(40,000)

100,000

40,000

Repurchase of equity awards

^[1]

(2,247)

^[1]

(2,590)

2,590

^[1]

397,312

386,568

10,744

^[1]

2,545

2,488

Balance, shares at Sep. 30, 2021

^[1]

(225,640)

(208,481)

(17,159)

Balance at Sep. 30, 2021

$ 2,428,408

^[1]

$ 22,491

$ 0

^[1]

$ 4,245,860

^[1]

$ 0

^[1]

$ 1,281

^[1]

$ (2,209,126)

^[1]

$ 390,393

^[1]

^[1]

684,789,169

[1]	Retroactively restated for the stock subdivision as described in Note 3.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (326,718)	$ (61,475)
Adjustments to reconcile net loss to net cash used in operating activities:
Acquired in-process research and development	72,107	41,779
Share-based compensation	416,581	28,192
Change in fair value of investments	(23,654)	(125,445)
Gain on sale of investment	(443,754)	0
Change in fair value of debt and liability instruments	17,730	27,273
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity	0	(115,364)
Gain on termination of Sumitomo Options	(61,472)	0
Loss from equity method investment	0	3,750
Other	7,274	5,754
Changes in assets and liabilities, net of effects from acquisition and divestiture:
Accounts payable	56,510	(29)
Accrued expenses	18,569	(12,912)
Operating lease liabilities	(2,537)	(2,621)
Other	7,598	1,886
Net cash used in operating activities	(261,766)	(209,212)
Cash flows from investing activities:
Cash disposed upon deconsolidation of subsidiary	0	(19,085)
Cash acquired upon consolidation of unconsolidated entity	0	21,439
Investments in unconsolidated entities	0	(28,250)
Proceeds from sale of investment	320,170	0
Purchase of property and equipment	(5,100)	(1,609)
Net cash provided by (used in) investing activities	315,070	(27,505)
Cash flows from financing activities:
Proceeds from Business Combination and PIPE Financing	213,424	0
Proceeds from issuance of subsidiary common shares, net of issuance costs paid	0	357,017
Proceeds from payment of subscription receivable	100,000	0
Proceeds from subsidiary debt financings, net of financing costs paid	36,400	0
Repayment of long-term debt by subsidiary	(21,590)	0
Payment of offering and loan origination costs	(11,843)	0
Repurchase of equity awards	(2,247)	(113)
Proceeds from exercise of subsidiary stock options	0	182
Net cash provided by financing activities	314,144	357,086
Net change in cash, cash equivalents and restricted cash	367,448	120,369
Cash, cash equivalents and restricted cash at beginning of period	2,141,676	2,269,252
Cash, cash equivalents and restricted cash at end of period	2,509,124	2,389,621
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities	4,579	1,716
Offering costs included in accounts payable and accrued expenses	8,453	261
Other	$ 0	$ (4,351)

Description of Business and Liquidity	6 Months Ended
Description of Business and Liquidity	Sep. 30, 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 4, “Investments” for further discussion of the Company’s investments in unconsolidated entities. On September 30, 2021, RSL completed its business combination with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, and began trading on Nasdaq under the ticket symbol “ROIV.” Refer to Note 3, “Business Combination with MAAC” for additional details. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of September 30, 2021, the Company had cash and cash equivalents of approximately $2.5 billion and its accumulated deficit was approximately $2.2 billion. For the six months ended September 30, 2021 and 2020, the Company incurred net losses of $326.7 million and $61.5 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.

Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 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 and six months ended September 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 common stock 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

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 September 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 6, “Sumitomo Transaction Agreement” for additional information.

ash 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):


	September 30, 2021		March 31, 2021
Cash and cash equivalents	$	2,497,330	$	2,055,044
Restricted cash		11,794		86,632

Cash, cash equivalents and restricted cash	$	2,509,124	$	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 expense (income), 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 4, “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 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 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”); shares of common stock of Heracles Parent, L.L.C., the parent entity of the Datavant business, (“Datavant”); liability instruments issued, including warrant and

earn-out

shares liabilities issued in connection with the Company’s business combination with MAAC (see Note 3, “Business Combination with MAAC”); 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 shares of Datavant common stock and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 3, “Business Combination with MAAC”), are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. The Public Warrants are publicly traded and therefore are classified as Level 1 as the Public Warrants have a readily determinable fair value. 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.

(J) Warrant Liabilities

The Company classifies the Roivant Warrants (as defined in Note 3, “Business Combination with MAAC”) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations. The Company will continue to adjust the liability associated with the Roivant Warrants for changes in the fair value until the earlier of a) the exercise or expiration of the Roivant Warrants or b) the redemption of the Roivant Warrants. Issuance costs incurred that were attributable to the Roivant Warrants were expensed as incurred.

(K) 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

Business Combination with MAAC

6 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination with MAAC

Note 3—Business Combination with MAAC

On September 30, 2021 (the “Closing Date”), in accordance with the Business Combination Agreement, as amended (the “Business Combination Agreement”), RSL completed its previously announced business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), through the merger of RSL’s wholly-owned subsidiary, Rhine Merger Sub, Inc., with MAAC (the “Merger”), with MAAC surviving the Merger as a wholly owned subsidiary of RSL. As MAAC does not represent a business for accounting purposes and its primary asset represents cash and cash equivalents, the Business Combination was treated as an equity contribution in exchange for the issuance of RSL shares. The net assets of MAAC were stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of RSL.

On the Closing Date prior to the effective time of the Merger (the “Effective Time”), RSL effected a

2.9262-for-1

stock subdivision based on the fixed exchange ratio established in the Business Combination. The shares, equity awards and net loss per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the fixed exchange ratio.

In accordance with the terms of the Business Combination Agreement, at the Effective Time:

each share of MAAC Class A common stock (the “MAAC Class A Shares”) and each share of MAAC Class B common stock (the “MAAC Class B Shares” that were outstanding immediately before the Effective Time (other than treasury shares and any shares held by Patient Square Capital LLC (the “MAAC Sponsor”), any affiliate of the MAAC Sponsor or any of MAAC’s independent directors (the “MAAC Independent Directors”) or its transferee) were automatically canceled and extinguished and converted into one common share of RSL (the “Roivant Common Share”),

each MAAC Class B Share that was outstanding immediately before the Effective Time and held by the MAAC Sponsor, any affiliate of the MAAC Sponsor or any of the MAAC Independent Directors or its transferee were automatically canceled and extinguished and converted into a number of Roivant Common Shares based on an exchange ratio of 0.75, with a portion of such Roivant Common Shares issued to the MAAC Sponsor, any affiliate of the MAAC Sponsor, any MAAC Independent Director or its transferee by virtue of the Merger being subject to the vesting and other terms and conditions set forth in the Sponsor Support Agreement (as more fully described below),

each warrant to purchase MAAC Class A Shares that was outstanding immediately before the Effective Time was converted automatically into a right to acquire a Roivant Common Share (a “Roivant Warrant”), at an exercise price of $11.50 per share, subject to certain adjustments.

Following the Merger, the Roivant Common Shares and the Roivant Warrants began trading on the Nasdaq Global Market under the ticker symbols “ROIV” and “ROIVW,” respectively, on October 1, 2021.

In connection with the Business Combination, RSL entered into subscription agreements with certain investors, whereby it issued 22,000,000 common shares at $10.00 per share for an aggregate purchase price of $220.0 million (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Business Combination.

In connection with the Business Combination and PIPE Financing, the Company received $213.4 million in cash at closing (the “Closing”), net of deferred underwriting expenses and unpaid expenses incurred by MAAC in connection with the transaction. The Company incurred $24.4 million in costs directly related to the Business Combination and PIPE Financing, such as banker fees and costs associated with third-party legal, accounting and other professional services. Upon Closing, these costs, which had been capitalized on the Company’s balance sheet were recorded as a reduction of additional

paid-in

capital with the exception of $7.4 million, which were expensed as they represent the allocation of the transaction costs associated with the warrants and

Earn-Out

Shares (as defined below) liabilities. Transaction costs were allocated to the warrants and

Earn-Out

Shares liabilities based on the fair value of such instruments out of the total consideration.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, MAAC, the MAAC Sponsor, Roivant and each of the MAAC Independent Directors, entered into the Sponsor Support Agreement, which was subsequently amended on June 9, 2021, to reflect the MAAC Independent Directors and Roivant entering into respective

Lock-Up

Agreements, and further amended on September 30, 2021.

Pursuant to the Sponsor Support Agreement, among other things:

2,033,591 Roivant Common Shares issued to the MAAC Sponsor and 10,000 Roivant Common Shares issued to each MAAC Independent Director (collectively, the “20%

Earn-Out

Shares”), each in respect of its MAAC Class B Shares, will vest if the closing price of Roivant Common Shares is greater than or equal to $15.00 over any twenty out of thirty trading day period during the Vesting Period (defined below).

1,016,796 Roivant Common Shares issued to the MAAC Sponsor and 5,000 Roivant Common Shares issued to each MAAC Independent Director (collectively, the “10%

Earn-Out

Shares and together with the 20%

Earn-Out

Shares, the

“Earn-Out

Shares”), each in respect of its MAAC Class B Shares, will vest if the closing price of Roivant Common Shares is greater than or equal to $20.00 over any twenty out of thirty trading day period during the Vesting Period (defined below).

The remaining number of Roivant Common Shares issued to the MAAC Sponsor and each MAAC Independent Director are not subject to the vesting conditions described above (the “Retained Shares”).

The Vesting Period represents the period commencing on the earlier of (a) the date on which the registration statement on Form

S-1

required to be filed by the Company in connection with the PIPE Financing is declared effective or (b) November 15, 2021, and ending no later than the fifth anniversary of the Closing (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the

Earn-Out

Shares unvested as of such time will automatically vest immediately prior to the consummation of such Sale. If any

Earn-Out

Shares have not vested on or prior to the end of such Vesting Period, then such

Earn-Out

Shares will be forfeited.

The

Earn-Out

Shares meet liability classification requirements and are classified as “Liability instruments measured at fair value” on the condensed consolidated balance sheets. The

Earn-Out

Shares liability is subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statement of operations.

Lock-Up

Agreements

On May 1, 2021 and June 9, 2021, RSL, on the one hand, and the MAAC Sponsor, the MAAC Independent Directors and certain Roivant equityholders, on the other hand, entered into

lock-up

agreements, pursuant to which, among other things, the MAAC Sponsor, the MAAC Independent Directors and such Roivant equityholders have agreed not to effect any sale or distribution of the Roivant Common Shares (including those underlying incentive equity awards or Roivant Warrants) held by the MAAC Sponsor, the MAAC Independent Directors or such equityholders as of immediately following the Closing during the applicable

lock-up

period, subject to customary exceptions.

The

lock-up

period applicable to Roivant Common Shares held by the MAAC Sponsor and MAAC Independent Directors as of immediately following the Closing will be (i) with respect to 25% of the Roivant Common Shares held by the MAAC Sponsor and MAAC Independent Directors, six months following the Closing, (ii) with respect to an additional 25% of the Roivant Common Shares held by the MAAC Sponsor and MAAC Independent Directors, the earlier of twelve months following the achievement of certain price-based vesting restrictions or six years from the Closing and (iii) with respect to 50% of the Roivant Common Shares held by the MAAC Sponsor and MAAC Independent Directors,

thirty-six

months following the Closing.

The Roivant Common Shares underlying warrants held by the MAAC Sponsor as of immediately following the Closing will be subject to a corresponding

lock-up

period for (a) with respect to 25% of such warrants held by the MAAC Sponsor, six months from the Closing, (b) with respect to an additional 25% of such warrants held by the MAAC Sponsor, twelve months from Closing and (c) with respect to 50% of such warrants held by the MAAC Sponsor,

thirty-six

months from the Closing.

The

lock-up

period applicable to Roivant Common Shares held by certain Roivant equityholders as of immediately following the Closing (including those underlying incentive equity awards) will be (x) with respect to 25% of the Roivant Common Shares held by such Roivant equityholders (including those underlying incentive equity awards), six months following the Closing, (y) with respect to an additional 25% of the Roivant Common Shares held by such Roivant equityholders (including those underlying incentive equity awards), twelve months following the Closing and (z) with respect to 50% of the Roivant Common Shares (including those underlying incentive equity awards) held by such Roivant equityholders,

thirty-six

months following the Closing.

Common Stock Warrants

At the effective time of the Merger, 10,214,365 Roivant Warrants that were held by the MAAC Sponsor at an exercise price of $11.50 (the “Private Placement Warrants”) and 20,535,896 Roivant Warrants held by MAAC’s shareholders at an exercise price of $11.50 (the “Public Warrants”) were converted into the right to acquire Roivant Common Shares. Pursuant to the agreement governing the Roivant Warrants, the Roivant Warrants became exercisable 30 days following the completion of the Business Combination. The Roivant Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

The Private Placement Warrants are generally identical to the Public Warrants, except that (i) the Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or salable until 30 days after the completion of the Business Combination (ii) they will not be redeemable by the Company when the price per share of Roivant Common Shares equals or exceeds $18.00, and (iii) the Private Placement Warrants may be exercised by holders on a cashless basis. If the Private Placement Warrants are held by holders other than our sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by Roivant in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

The Roivant Warrants meet liability classification requirements and are classified as “Liability instruments measured at fair value” on the condensed consolidated balance sheets. The Private Placement Warrants liability and Public Warrants liability are subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statement of operations.

Redemption of Roivant Warrants when the price per share of Roivant Common Shares equals or exceeds $18.00.

Once the Roivant Warrants become exercisable, the Company may redeem the outstanding Roivant Warrants for cash (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per Roivant Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last reported sale price of common stock for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).

However, in this case, the Company will not redeem the Roivant Warrants unless an effective registration statement under the Securities Act covering the Roivant Common Shares issuable upon exercise of the Roivant Warrants is effective and a current prospectus relating to those Roivant Common Shares is available throughout the

30-day

redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising warrantholder to pay the exercise price for each Roivant Warrant being exercised.

Redemption of Roivant Warrants when the price per share of Roivant Common Shares equals or exceeds $10.00.

Once the Roivant Warrants become exercisable, the Company may redeem the outstanding Roivant Warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per Roivant Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Roivant Warrants on a cashless basis prior to redemption and receive that number of Roivant Common Shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Roivant Common Shares; and

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.

For these purposes, “fair market value” of Roivant Common Shares shall mean the volume-weighted average price of common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to warrantholders. In no event will the Roivant Warrants be exercisable in connection with this redemption feature for more than 0.361 Roivant Common Shares per Roivant Warrant (subject to adjustment).

Investments	6 Months Ended
Investments	Sep. 30, 2021
Investments, All Other Investments [Abstract]
Investments	Note 4—Investments 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 September 30, 2021, RSL held 29% of issued and outstanding shares of Arbutus, including the conversion of the Arbutus Preferred Shares held by RSL into common shares. At September 30, 2021 and March 31, 2021, the aggregate fair value of the RSL investment in Arbutus was $166.7 million and $129.4 million, respectively. During the three and six months ended September 30, 2021, the Company recognized unrealized gains on its investments in Arbutus of $48.9 million and $37.3 million, respectively, in the accompanying condensed consolidated statements of operations. During the three and six months ended September 30, 2020, the Company recognized unrealized gains on its investments in Arbutus of $50.9 million and $82.4 million, respectively, in the accompanying condensed consolidated statements of operations. 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 September 30, 2021 and March 31, 2021 of $4.29 and $3.33, respectively. On October 18, 2021, the Arbutus Preferred Shares were converted into Arbutus common stock. See Note 16, “Subsequent Events” for additional information. 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 September 30, 2021, RSL held 25% of Sio’s issued and outstanding common shares. At September 30, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $40.3 million and $48.5 million, respectively. During the three and six months ended September 30, 2021, the Company recognized unrealized losses on its investment in Sio of $10.4 million and $8.2 million, respectively, in the accompanying condensed consolidated statements of operations. During the three and six months ended September 30, 2020, the Company recognized unrealized gains on its investment in Sio of $33.4 million and $40.5 million, respectively, in the accompanying condensed consolidated statements of operations. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on September 30, 2021 and March 31, 2021 of $2.17 and $2.61, respectively. 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. Prior to the Datavant Merger (defined below), the Company accounted for its investment in Datavant using the measurement alternative to fair value. Under the measurement alternative, the investment is remeasured upon 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 six months ended September 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, which resulted in an increase in the carrying value of our investment to $100.6 million. In June 2021, Datavant and Heracles Parent, L.L.C. (referred to herein as “Ciox Parent” and, after the closing of the Datavant Merger (as defined below), “Datavant”), a provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States, primarily through its wholly owned subsidiary CIOX Health, LLC, entered into a definitive agreement to merge Datavant with and into a newly formed wholly-owned subsidiary of Ciox Parent (the “Datavant Merger”). The merger closed on July 27, 2021. At closing, the Company received approximately $320 million in cash and a minority equity stake representing approximately 17% of the outstanding Class A units in Ciox Parent. Ciox Parent’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion features. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. As a result of the transaction, the Company recognized a gain on remeasurement of $443.8 million in the accompanying condensed consolidated statements of operations for the three and six months ended September 30, 2021. Following the completion of the Datavant Merger, the Company’s minority equity interest became subject to the equity method of accounting. At such time, the fair value option was elected to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. As of July 27, 2021 and September 30, 2021, the fair value of the Company’s investment was $224.1 million and $220.0 million respectively, with the Company recognizing an unrealized loss on its investment of $4.1 million for the three and six months ended September 30, 2021. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 13, “Fair Value Measurements” for more information. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $9.8 million and $ 11.1 million as of September 30, 2021 and March 31, 2021, respectively.

Asset Acquisitions and License Agreements	6 Months Ended
Asset Acquisitions and License Agreements	Sep. 30, 2021
Business Combinations [Abstract]
Asset Acquisitions and License Agreements	Note 5—Asset Acquisitions and License Agreements In September 2021, a newly-formed subsidiary in-licensed certain intellectual property rights. The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The fair value of consideration transferred was $82.1 million, consisting of $70.0 million of preferred stock representing a dilution-protected minority ownership interest in the newly-formed subsidiary; a $10.0 million upfront cash payment; and $2.1 million relating to other obligations. The acquired rights, which included the licensed rights, starting materials and in-process inventory for each drug candidate, represent in-process research and development assets, which were determined to have no alternative future use. Accordingly, the Company recorded $82.1 million as research and development expense in the accompanying condensed consolidated statements of operations for the three and six months ended September 30, 2021. A dditionally, the newly-formed subsidiary agreed to pay a future sales-based milestone payment and tiered royalties based on sales in the US and certain specified territories.

Sumitomo Transaction Agreement	6 Months Ended
Sumitomo Transaction Agreement	Sep. 30, 2021
Transaction Agreement [Abstract]
Sumitomo Transaction Agreement	Note 6—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 $0.6 million, net of amounts billed by Sumitovant to RSL, during the three and six months ended September 30, 2021, respectively. During the three and six months ended September 30, 2020, RSL billed Sumitovant $0.4 million and $0.8 million, net of amounts billed by Sumitovant to RSL, respectively, for costs incurred on behalf of Sumitovant, which were recorded as an offsets to the general and administrative (G&A) 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 September 30, 2021 and 2020, there were 5,164,558 and 5,470,387 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 six months ended September 30, 2021.

Balance Sheet Components

6 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 7—Balance Sheet Components

(A) Other Current Assets

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


	September 30, 2021		March 31, 2021
Prepaid expenses	$	40,946	$	39,544
Trade receivables, net		9,814		11,222
Income tax receivable		2,502		1,803
Other		2,301		1,681

Total other current assets	$	55,563	$	54,250

(B) Accrued Expenses

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


	September 30, 2021		March 31, 2021
Research and development expenses	$	42,780	$	20,755
Compensation-related expenses		20,965		38,552
Professional services expenses		17,325		10,267
Other general and administrative expenses		23,041		7,362

Total accrued expenses	$	104,111	$	76,936

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


	September 30, 2021		March 31, 2021
Deferred revenue	$	4,389	$	5,918
Income tax payable		638		207
Other		5,630		3,037

Total other current liabilities	$	10,657	$	9,162

Long Term Debt and Loan Commitment

6 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Long Term Debt

Note 8—Long-Term Debt and Loan Commitment

(A) Long-Term Debt

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


	September 30, 2021			March 31, 2021
Principal amount	$	208,200		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(13,331	)		(1,210	)

Total debt, net		199,869			170,280
Less: current portion		—			—

Total long-term debt, net	$	199,869		$	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 September 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 September 30, 2021 and March 31, 2021, the fair value of the debt was $168.2 million and $150.1 million, respectively. Refer to Note 13, “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.

Shareholders' Equity and Redeemable Noncontrolling Interest

6 Months Ended

Sep. 30, 2021

Shareholders' Equity and Redeemable Noncontrolling Interest

Note 9—Shareholders’ Equity and Redeemable Noncontrolling Interest

(A) RSL Common Stock

In connection with the closing of the Business Combination, the Company adjusted its authorized share capital to equal 7,000,000,000 Roivant Common Shares, par value $0.0000000341740141 per share. Each Roivant Common Share has the right to one vote. The holders of Roivant Common Shares are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared by the board of directors since the Company’s inception.

On September 30, 2021 in connection with the closing of the Business Combination, RSL effected a

2.9262-for-1

stock subdivision based on the fixed exchange ratio established in the Business Combination. All per share amounts and number of shares in the condensed consolidated financial statements and related notes have been retroactively restated to reflect the stock split.

(B) Consolidated Vant Equity Transaction

Proteovant

In July 2021, Proteovant Sciences, Inc. (“Proteovant”) collected the subscription receivable relating to 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 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.

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Share-based Payment Arrangement [Abstract]

Share-Based Compensation

6 Months Ended

Sep. 30, 2021

Share-Based Compensation

Note 10—Share-Based Compensation

(A) RSL 2021 Equity Incentive Plan

In September 2021, in connection with the Business Combination, the board of directors of RSL approved and adopted the 2021 Equity Incentive Plan (the “RSL 2021 EIP”) and reserved 69,300,000 shares of common stock for issuance thereunder. The RSL 2021 EIP became effective immediately upon the closing of the Business Combination. The number of shares of common stock reserved for issuance under the RSL 2021 EIP will be increased annually on April 1 of each year during the term of the plan in an amount equal to the lesser of (i) 5% of the common shares outstanding as of the day of immediately preceding fiscal year and (ii) such number of common shares as determined by the board of directors of RSL in its discretion. Unless terminated sooner by the board of directors, the RSL 2021 EIP will automatically terminate on the day before the tenth anniversary of the effective date of the plan, being September 29, 2021. The Company’s employees, directors and consultants are eligible to receive

non-qualified

and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards under the plan. Generally, each option will have an exercise price equal to the fair market value of the Company’s common shares on the date of grant and a

ten-year

contractual term. For grants of incentive stock options, if the grantee owns, or is deemed to own, 10% or more of the total voting power of the Company, then the exercise price shall be 110% of the fair market value of the Company’s common shares on the date of grant and the option will have a five-year contractual term. Options that are forfeited or expire are available for future grants. As of September 30, 2021, no grants have been made under the RSL 2021 EIP.

(B) RSL 2015 Equity Incentive Plan

Effective as of the closing of the Business Combination, no further awards will be granted under the RSL Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). Any awards outstanding under the 2015 EIP as of the closing of the Business Combination remain subject to the terms of the RSL 2015 EIP and the applicable award agreement.

The Company recorded share-based compensation expense of $12.3 million and $22.6 million for the three and six months ended September 30, 2021, respectively, and $8.0 million and $15.8 million for the three and six months ended September 30, 2020, respectively, related to stock options issued under the RSL 2015 EIP.

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


	Number of Stock Options			Weighted Average Exercise Price
Stock options outstanding at March 31, 2021		27,474,942		$	9.10
Granted		11,115,465		$	10.00
Forfeited		(901,325	)	$	11.59

Stock options outstanding at September 30, 2021		37,689,082		$	9.30

Stock options exercisable at September 30, 2021		18,999,834		$	7.96

(D) 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. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the restricted stock units on September 30, 2021. The Company recorded share-based compensation expense of $90.3 million for the three and six months ended September 30, 2021 related to restricted stock units issued under the RSL 2015 EIP. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020.

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		6,708,799
Granted		18,369,012
Vested		(2,741,290	)
Forfeited		(796,753	)

Non-vested balance at September 30, 2021		21,539,768

Restricted stock units that have vested as of closing of the Business Combination and at any time prior to the expiration of the lockup are expected to be settled on the first business day immediately following expiration of the

lock-up

period (but in no event later than June 15, 2022). The

lock-up

is expected to expire on or about March 30, 2022.

(E) Performance Stock Options

Performance stock options (the “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. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the Performance Options on September 30, 2021. The Company recorded share-based compensation expense of $262.5 million for the three and six months ended September 30, 2021 related to Performance Options issued under a special reserve of the RSL 2015 EIP (the “Special Reserve”) for the granting of Performance Options and capped value appreciation rights. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020.

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


	Number of Performance Options		Weighted Average Exercise Price
Performance Options outstanding at March 31, 2021		42,212,366	$	13.30
Granted		—	$	—
Forfeited		—	$	—

Performance Options outstanding at September 30, 2021		42,212,366	$	13.30

Performance Options exercisable at September 30, 2021		18,467,931	$	13.30

(F) Capped Value Appreciation Rights

Capped value appreciation rights (“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 the excess in shares of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $12.68, over (b) the hurdle price of either $6.40 or $11.50, as applicable to each grant. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the CVARs on September 30, 2021. The Company recorded share-based compensation expense of $17.9 million for the three and six months ended September 30, 2021 related to CVARs issued under the Special Reserve. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020.

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


	Number of CVARs
Non-vested balance at March 31, 2021		32,447,626
Granted		—
Vested		(14,195,849	)
Forfeited		—

Non-vested balance at September 30, 2021		18,251,777

CVARs that have vested as of closing of the Business Combination and at any time prior to the expiration of the lockup are expected to be settled on the first business day immediately following expiration of the

lock-up

period (but in no event later than June 15, 2022). The

lock-up

is expected to expire on or about March 30, 2022.

(G) RSL 2015 Restricted Stock Unit Plan

Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of September 30, 2021, there are 585,229 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. Effective as of the closing of the Business Combination, no further awards will be granted under the pRSU Plan. Any awards outstanding under the pRSU Plan as of the closing of the Business Combination remain subject to the terms of the pRSU Plan and the applicable award agreement.

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


	Number of Performance RSUs
Non-vested balance at March 31, 2021		585,229
Granted		—
Forfeited		—

Non-vested balance at September 30, 2021		585,229

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. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the Performance RSUs on September 30, 2021. The Company recorded share-based compensation expense of $2.2 million for the three and six months ended September 30, 2021 related to the Performance RSUs issued under the pRSU Plan. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020.

(H) RSL Restricted Common Stock

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


	Number of Restricted Common Stock
Non-vested balance at March 31, 2021		1,720,090
Granted		—
Forfeited		—

Non-vested balance at September 30, 2021		1,720,090

The Company recorded share-based compensation expense of $0.8 million and $1.6 million for the three and six months ended September 30, 2021, respectively, related to the RSL restricted common stock. The RSL restricted common stock will vest upon the achievement of time-based service requirements.

(I) Employee Stock Purchase Plan

In September 2021, the Company adopted the Roivant Sciences Ltd. Employee Stock Purchase Plan (the “RSL ESPP”), which provides for the granting of an option to purchase common shares of RSL to eligible employees, as defined by the RSL ESPP. The maximum number of common shares initially reserved and available for purchase under the RSL ESPP is 13,900,000. The total number of common shares available for purchase under the RSL ESPP will be increased annually on April 1 of each year during the term of the plan in an amount equal to the least of (i) 13,900,000 common shares, (ii) one percent of the aggregate number of common shares outstanding (on a fully diluted basis) on the last day of the immediately preceding Company fiscal year and (iii) such lesser number of common shares as determined by the board of directors; provided that the maximum number of common shares that may be issued under the RSL ESPP during the term of the plan is 147,447,650 common shares. As of September 30, 2021, no shares have been purchased under the RSL ESPP.

(J) 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. Standard restricted stock unit grants have time-based vesting requirements as well as liquidity event requirements for privately held subsidiaries. The grant date fair value of awards subject to market conditions is estimated using a Monte Carlo valuation model.

The Company recorded share-based compensation expense of $11.3 million and $19.5 million for the three and six months ended September 30, 2021, respectively, and $5.9 million and $12.4 million for the three and six months ended September 30, 2020, respectively, related to subsidiary EIPs.

(K) Share-Based Compensation Expense

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


	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	28,157	$	1,887	$	29,772	$	3,006
G&A expenses		369,155		12,027		386,809		25,186

Total	$	397,312	$	13,914	$	416,581	$	28,192

Share-based compensation expense was included in R&D and G&A expenses in the accompanying condensed consolidated statements of operations. 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. The achievement of the liquidity event vesting condition for restricted stock units, Performance Options, and CVARs upon the closing of the Business Combination resulted in the recognition of a

one-time

catch-up

expense of $372.9 million relating to cumulative service rendered between the grant date of the respective awards and completion of the Business Combination.

Income Taxes

6 Months Ended

Sep. 30, 2021

Income Taxes

Note 11—Income Taxes

The Company’s effective tax rate for the three and six months ended September 30, 2021 was (0.2)% and (0.2)%, respectively, and the effective tax rate for three and six months ended September 30, 2020 was (1.3)% and (3.2)%, respectively. The effective tax rate is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets.

The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary.

The entire disclosure for income 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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 17
-Subparagraph (b)
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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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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-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
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-Paragraph 2
-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
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Commitments & Contingencies

Commitments & Contingencies

6 Months Ended

Sep. 30, 2021

Note 12—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.

As of September 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.

Fair Value Measurements

6 Months Ended

Sep. 30, 2021

Fair Value Measurements

Note 13—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 September 30, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands):


	As of September 30, 2021								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of September 30, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,375,720	$	—	$	—	$	1,375,720	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Datavant Class A units		—		—		219,975		219,975		—		—		—		—
Investment in Sio common shares		40,313		—		—		40,313		48,487		—		—		48,487
Investment in Arbutus common shares		68,698		—		—		68,698		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		97,957		—		97,957		—		76,037		—		76,037
Other investment		9,837		—		—		9,837		11,129		—		—		11,129

Total assets at fair value	$	1,494,568	$	97,957	$	219,975	$	1,812,500	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	168,200	$	168,200	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value		30,599		—		44,685		75,284		—		—		67,893		67,893

Total liabilities at fair value	$	30,599	$	—	$	212,885	$	243,484	$	—	$	—	$	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 six months ended September 30, 2021.

Level 3 Disclosures

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

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

The changes in fair value of the Level 3 assets during the six months ended September 30, 2021 were as follows (in thousands):


Balance at March 31, 2021	$	—
Fair value of investment in Datavant at recognition date		224,147
Changes in fair value of investment in Datavant, included in net loss		(4,172	)

Balance at September 30, 2021	$	219,975

There were no Level 3 assets held during the six months ended September 30, 2020.

The changes in fair value of the Level 3 liabilities during the six months ended September 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		27,273
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at September 30, 2020	$	215,421

Balance at March 31, 2021	$	217,993
Fair value of liability instrument issued		38,634
Changes in fair value of debt and liability instruments, included in net loss		17,730
Termination of DSP Options		(61,472	)

Balance at September 30, 2021	$	212,885

Investment in Datavant

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

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


		Point Estimate Used
Input		As of September 30, 2021
Volatility		69.0%
Risk-free rate		0.2%

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of September 30, 2021 and March 31, 2021 represents the fair value of amounts payable to NovaQuest using the Monte Carlo simulation method under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 10% to 11%. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest.

Earn-Out

The fair value of the Earn-Out Shares issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to include the lock-up periods to which the Earn-Out Shares are subject. Refer to Note 3, “Business Combination with MAAC” for additional details.

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


		Point Estimate Used
Input		As of September 30, 2021
Volatility		83.9%
Risk-free rate		0.98%

As of September 30, 2021, the fair value of the

Earn-Out

Shares was $21.3 million.

Earn-Out

Shares are included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets.

Private Placement Warrants

The fair value of the Private Placement Warrants issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to incorporate the redemption features as discussed in Note 3, “Business Combination” and the added restriction by which the Company cannot redeem the Private Warrants if the Reference Value is greater than $18.00. Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following:


		Point Estimate Used
Input		As of September 30, 2021
Volatility		31.8%
Risk-free rate		0.98%
Term (in years)		5.0

As of September 30, 2021, the fair value of the Private Placement Warrants was $15.2 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets.

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

Other Income and Expenses [Abstract]

Other Expense (Income), Net

6 Months Ended

Sep. 30, 2021

Other Expense (Income), Net

Note 14—Other Expense (Income), Net

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


	Three Months Ended September 30,						Six Months Ended September 30,
	2021			2020			2021			2020
Loss from equity method investment	$	—		$	—		$	—		$	3,750
Interest income		(62	)		(579	)		(133	)		(1,200	)
Interest expense		1,552			608			4,065			1,399
Other expense (income)		2,202			(786	)		(374	)		(1,864	)

Total	$	3,692		$	(757	)	$	3,558		$	2,085

Net Loss per Common Share

6 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 15—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.

As of September 30, 2021 and 2020, potentially dilutive securities were as follows:


	September 30, 2021		September 30, 2020
Stock options		37,689,082		27,788,039
Restricted stock units (non-vested) (1)		21,539,768		5,763,925
Performance stock options		42,212,366		42,212,366
Capped value appreciation rights (2)		32,447,626		32,447,626
Performance restricted stock units (non-vested)		585,229		585,229
Restricted common stock (non-vested)		1,720,090		—
Earn-Out Shares (non-vested)		3,080,387		—
Private Placement Warrants		10,214,365		—
Public Warrants		20,535,896		—
Other instruments issued		5,164,558		5,470,387

(1)	Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and six months ended September 30, 2021.

(2)	Refer to Note 10, “Share-Based Compensation” for details regarding settlement of capped value appreciation rights. CVARs will be settled on the first business day immediately following expiration of the lock-up period.

Subsequent Events

6 Months Ended

Sep. 30, 2021

Subsequent Events

Note 16—Subsequent Events

Investment in Arbutus

On October 18, 2021, the Arbutus Preferred Shares mandatorily converted into 22,833,922 shares of Arbutus common stock Common Shares in accordance with the terms of the subscription agreement entered into by RSL and Arbutus in October 2017. In connection with its acquisition of the Arbutus Preferred Shares, RSL had agreed to a four-year

lock-up

period and standstill period whereby, pursuant to the standstill, RSL would not acquire greater than 49.99% of the common shares of Arbutus or securities convertible into common shares. Both the

lock-up

and standstill periods expired on October 18, 2021. The Company will continue to account for its investment in Arbutus as an equity method investment accounted for using the fair value option.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 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.

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.

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


	September 30, 2021		March 31, 2021
Cash and cash equivalents	$	2,497,330	$	2,055,044
Restricted cash		11,794		86,632

Cash, cash equivalents and restricted cash	$	2,509,124	$	2,141,676

Contingencies

(F) Contingencies

Investments

(G) Investments

Research and Development Expenses

(H) 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

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.

earn-out

Warrant Liabilities

(J) Warrant Liabilities

Recently Adopted Accounting Pronouncements

(K) 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

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

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


	September 30, 2021		March 31, 2021
Cash and cash equivalents	$	2,497,330	$	2,055,044
Restricted cash		11,794		86,632

Cash, cash equivalents and restricted cash	$	2,509,124	$	2,141,676

Balance Sheet Components (Tables)

6 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

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


	September 30, 2021		March 31, 2021
Prepaid expenses	$	40,946	$	39,544
Trade receivables, net		9,814		11,222
Income tax receivable		2,502		1,803
Other		2,301		1,681

Total other current assets	$	55,563	$	54,250

Schedule of Accrued Expenses

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


	September 30, 2021		March 31, 2021
Research and development expenses	$	42,780	$	20,755
Compensation-related expenses		20,965		38,552
Professional services expenses		17,325		10,267
Other general and administrative expenses		23,041		7,362

Total accrued expenses	$	104,111	$	76,936

Schedule of Other Current Liabilities

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


	September 30, 2021		March 31, 2021
Deferred revenue	$	4,389	$	5,918
Income tax payable		638		207
Other		5,630		3,037

Total other current liabilities	$	10,657	$	9,162

Long -Term Debt and Loan Commitment (Tables)

6 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long Term Debt

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


	September 30, 2021			March 31, 2021
Principal amount	$	208,200		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(13,331	)		(1,210	)

Total debt, net		199,869			170,280
Less: current portion		—			—

Total long-term debt, net	$	199,869		$	170,280

Share-Based Compensation (Tables)

6 Months Ended

Sep. 30, 2021

Summary of Stock Option Activity

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


	Number of Stock Options			Weighted Average Exercise Price
Stock options outstanding at March 31, 2021		27,474,942		$	9.10
Granted		11,115,465		$	10.00
Forfeited		(901,325	)	$	11.59

Stock options outstanding at September 30, 2021		37,689,082		$	9.30

Stock options exercisable at September 30, 2021		18,999,834		$	7.96

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		6,708,799
Granted		18,369,012
Vested		(2,741,290	)
Forfeited		(796,753	)

Non-vested balance at September 30, 2021		21,539,768

Summary of Share-Based Compensation Expense

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


	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	28,157	$	1,887	$	29,772	$	3,006
G&A expenses		369,155		12,027		386,809		25,186

Total	$	397,312	$	13,914	$	416,581	$	28,192

Performance Options [Member]

Summary of Stock Option Activity

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


	Number of Performance Options		Weighted Average Exercise Price
Performance Options outstanding at March 31, 2021		42,212,366	$	13.30
Granted		—	$	—
Forfeited		—	$	—

Performance Options outstanding at September 30, 2021		42,212,366	$	13.30

Performance Options exercisable at September 30, 2021		18,467,931	$	13.30

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		32,447,626
Granted		—
Vested		(14,195,849	)
Forfeited		—

Non-vested balance at September 30, 2021		18,251,777

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		585,229
Granted		—
Forfeited		—

Non-vested balance at September 30, 2021		585,229

RSL Common Share Award

Summary of Stock Option Activity

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


	Number of Restricted Common Stock
Non-vested balance at March 31, 2021		1,720,090
Granted		—
Forfeited		—

Non-vested balance at September 30, 2021		1,720,090

Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2021

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


	As of September 30, 2021								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of September 30, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,375,720	$	—	$	—	$	1,375,720	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Datavant Class A units		—		—		219,975		219,975		—		—		—		—
Investment in Sio common shares		40,313		—		—		40,313		48,487		—		—		48,487
Investment in Arbutus common shares		68,698		—		—		68,698		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		97,957		—		97,957		—		76,037		—		76,037
Other investment		9,837		—		—		9,837		11,129		—		—		11,129

Total assets at fair value	$	1,494,568	$	97,957	$	219,975	$	1,812,500	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	168,200	$	168,200	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value		30,599		—		44,685		75,284		—		—		67,893		67,893

Total liabilities at fair value	$	30,599	$	—	$	212,885	$	243,484	$	—	$	—	$	217,993	$	217,993

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

The changes in fair value of the Level 3 liabilities during the six months ended September 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		27,273
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at September 30, 2020	$	215,421

Balance at March 31, 2021	$	217,993
Fair value of liability instrument issued		38,634
Changes in fair value of debt and liability instruments, included in net loss		17,730
Termination of DSP Options		(61,472	)

Balance at September 30, 2021	$	212,885

Schedule of Change IN Fair Value Of The Level 3 Assets

The changes in fair value of the Level 3 assets during the six months ended September 30, 2021 were as follows (in thousands):


Balance at March 31, 2021	$	—
Fair value of investment in Datavant at recognition date		224,147
Changes in fair value of investment in Datavant, included in net loss		(4,172	)

Balance at September 30, 2021	$	219,975

Private Placement Warrants

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following:


		Point Estimate Used
Input		As of September 30, 2021
Volatility		31.8%
Risk-free rate		0.98%
Term (in years)		5.0

Earnout Shares [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

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


		Point Estimate Used
Input		As of September 30, 2021
Volatility		83.9%
Risk-free rate		0.98%

Datavant [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

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


		Point Estimate Used
Input		As of September 30, 2021
Volatility		69.0%
Risk-free rate		0.2%

Other Expense (Income), Net (Tables)

6 Months Ended

Sep. 30, 2021

Other Income and Expenses [Abstract]

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

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


	Three Months Ended September 30,						Six Months Ended September 30,
	2021			2020			2021			2020
Loss from equity method investment	$	—		$	—		$	—		$	3,750
Interest income		(62	)		(579	)		(133	)		(1,200	)
Interest expense		1,552			608			4,065			1,399
Other expense (income)		2,202			(786	)		(374	)		(1,864	)

Total	$	3,692		$	(757	)	$	3,558		$	2,085

Net Loss per Common Share (Tables)

6 Months Ended

Sep. 30, 2021

Summary Of Potentially Dilutive Securities

As of September 30, 2021 and 2020, potentially dilutive securities were as follows:


	September 30, 2021		September 30, 2020
Stock options		37,689,082		27,788,039
Restricted stock units (non-vested) (1)		21,539,768		5,763,925
Performance stock options		42,212,366		42,212,366
Capped value appreciation rights (2)		32,447,626		32,447,626
Performance restricted stock units (non-vested)		585,229		585,229
Restricted common stock (non-vested)		1,720,090		—
Earn-Out Shares (non-vested)		3,080,387		—
Private Placement Warrants		10,214,365		—
Public Warrants		20,535,896		—
Other instruments issued		5,164,558		5,470,387

(1)	Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and six months ended September 30, 2021.

(2)	Refer to Note 10, “Share-Based Compensation” for details regarding settlement of capped value appreciation rights. CVARs will be settled on the first business day immediately following expiration of the lock-up period.

Description of Business and Liquidity - Additional Information (Detail)
$ in Thousands

3 Months Ended

6 Months Ended

Sep. 30, 2021

USD ($)

Jun. 30, 2021

USD ($)

^[1]

Mar. 31, 2021

USD ($)

Segment

Sep. 30, 2020

USD ($)

^[1]

Jun. 30, 2020

USD ($)

^[1]

Sep. 30, 2021

USD ($)

Segment

Sep. 30, 2020

USD ($)

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Number of operating and reporting segments | Segment

Cash and cash equivalents

$ 2,497,330

$ 2,055,044

$ 2,497,330

Accumulated deficit

^[1]

(2,209,126)

$ (1,918,462)

(2,209,126)

$ (225,640)

^[1]

$ (101,078)

$ (53,498)

$ (7,977)

$ (326,718)

$ (61,475)

[1]	Retroactively restated for the stock subdivision as described in Note 3.

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

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

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	Sep. 30, 2021	Mar. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 2,497,330	$ 2,055,044
Restricted cash	11,794	86,632
Cash, cash equivalents and restricted cash	$ 2,509,124	$ 2,141,676

Business Combination with MAAC - Additional Information (Detail) $ / shares in Units, $ in Millions	6 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Roivant Common Shares [Member]
Business Combination with MAAC [Line Items]
Stockholders Equity Note Stock Split Exchange Ratio 1	2.9262
Roivant Common Shares [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Fifteen Dollar [Member]
Business Combination with MAAC [Line Items]
Number of trading days to meet earn out price threshold	20 days
Trading day period for earn out shares	30 days
Earn-Out share price	$ 15.00
Roivant Common Shares [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Twenty Dollar [Member]
Business Combination with MAAC [Line Items]
Number of trading days to meet earn out price threshold	20 days
Trading day period for earn out shares	30 days
Earn-Out share price	$ 20.00
MAAC Independent Director [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Fifteen Dollar [Member]
Business Combination with MAAC [Line Items]
Stock Issued During Period, Shares, New Issues \| shares	10,000
MAAC Independent Director [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Twenty Dollar [Member]
Business Combination with MAAC [Line Items]
Stock Issued During Period, Shares, New Issues \| shares	5,000
MAAC Sponsor [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Fifteen Dollar [Member]
Business Combination with MAAC [Line Items]
Stock Issued During Period, Shares, New Issues \| shares	2,033,591
MAAC Sponsor [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Twenty Dollar [Member]
Business Combination with MAAC [Line Items]
Stock Issued During Period, Shares, New Issues \| shares	1,016,796
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Fifteen Dollar [Member]
Business Combination with MAAC [Line Items]
Portion of Share Subject to Earnout \| shares	20
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Sponsor Support Agreement [Member] \| Share Price Equal or Exceeds Twenty Dollar [Member]
Business Combination with MAAC [Line Items]
Portion of Share Subject to Earnout \| shares	20
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period One [Member]
Business Combination with MAAC [Line Items]
Percentage of shares subject to lock-up for defined period of time	25.00%
Lock Up Period of Common Shares	6 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Two [Member]
Business Combination with MAAC [Line Items]
Percentage of shares subject to lock-up for defined period of time	25.00%
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Two [Member] \| Minimum [Member]
Business Combination with MAAC [Line Items]
Lock Up Period of Common Shares	12 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Two [Member] \| Maximum [Member]
Business Combination with MAAC [Line Items]
Lock Up Period of Common Shares	6 years
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Three [Member]
Business Combination with MAAC [Line Items]
Percentage of shares subject to lock-up for defined period of time	50.00%
Lock Up Period of Common Shares	36 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Four [Member]
Business Combination with MAAC [Line Items]
Percentage of warrants subject to lock-up for defined period of time	25.00%
Lock up period ,warrants	6 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Five [Member]
Business Combination with MAAC [Line Items]
Percentage of warrants subject to lock-up for defined period of time	25.00%
Lock up period ,warrants	12 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Six [Member]
Business Combination with MAAC [Line Items]
Percentage of warrants subject to lock-up for defined period of time	50.00%
Lock up period ,warrants	36 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Seven [Member]
Business Combination with MAAC [Line Items]
Percentage of shares subject to lock-up for defined period of time	25.00%
Lock Up Period of Common Shares	6 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Eight [Member]
Business Combination with MAAC [Line Items]
Percentage of shares subject to lock-up for defined period of time	25.00%
Lock Up Period of Common Shares	12 months
MAAC Sponsor [Member] \| MAAC Independent Director [Member] \| Roivant Common Shares [Member] \| Lock Up Period Nine [Member]
Business Combination with MAAC [Line Items]
Percentage of shares subject to lock-up for defined period of time	50.00%
Lock Up Period of Common Shares	36 months
Roivant Warrant [Member]
Business Combination with MAAC [Line Items]
Time To Warrant Exercisability	30 days
Warrants and Rights Outstanding, Term	5 years
Private Placement Warrants [Member]
Business Combination with MAAC [Line Items]
Exercise price of warrants	$ 11.50
Class of Warrant or Right, Outstanding \| shares	10,214,365
Private Placement Warrants [Member] \| Share Price Equal or Exceeds Eighteen Per Dollar [Member]
Business Combination with MAAC [Line Items]
Stock price trigger for redemption of warrant	$ 18.00
Public Warrants [Member]
Business Combination with MAAC [Line Items]
Exercise price of warrants	$ 11.50
Class of Warrant or Right, Outstanding \| shares	20,535,896
Redemption of Roivant Warrants [Member] \| Share Price Equal or Exceeds Eighteen Per Dollar [Member]
Business Combination with MAAC [Line Items]
Stock price trigger for redemption of warrant	$ 18.00
Number of trading days to meet warrant redemption threshold	20 days
Trading day period for warrant redemption	30 days
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Redemption of Roivant Warrants [Member] \| Share Price Equal or Exceeds Ten Dollar [Member]
Business Combination with MAAC [Line Items]
Stock price trigger for redemption of warrant	$ 10.00
Class of warrants, redemption price per unit	$ 0.10
Class of warrants, redemption notice period	30 days
Redemption of Roivant Warrants [Member] \| Roivant Common Shares [Member]
Business Combination with MAAC [Line Items]
Period for fair market value determination	10 days
Maximum redemption feature per warrant	$ 0.361
MAAC Class A Shares [Member] \| Roivant Warrant [Member]
Business Combination with MAAC [Line Items]
Exercise price of warrants	11.50
Common Class A [Member] \| Share Price Equal or Exceeds Eighteen Dollar [Member]
Business Combination with MAAC [Line Items]
Share Redemption Trigger Price	$ 18.00
Common Class A [Member] \| Roivant Warrant [Member]
Business Combination with MAAC [Line Items]
Time To Warrant Exercisability	30 days
Montes Archimedes Acquisition Corp. [Member]
Business Combination with MAAC [Line Items]
Stockholders Equity Note Stock Split Exchange Ratio 1	2.9262
Allocation of transaction costs incurred to warrants and earn-out shares \| $	$ 7.4
Montes Archimedes Acquisition Corp. [Member] \| PIPE Financing [Member]
Business Combination with MAAC [Line Items]
Stock Issued During Period, Shares, New Issues \| shares	22,000,000
Share Price	$ 10.00
Stock Issued During Period, Value, New Issues \| $	$ 220.0
Cash received \| $	213.4
Costs Incurred Related To Financing \| $	$ 24.4
Montes Archimedes Acquisition Corp. [Member] \| MAAC Class B Shares [Member] \| Roivant Common Shares [Member]
Business Combination with MAAC [Line Items]
Exchange Ratio Of MAAC Class B To Roivant Common Shares	0.75

Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jul. 27, 2021	Mar. 31, 2021	Jul. 31, 2020	Apr. 30, 2020	Sep. 29, 2017
Investments [Line Items]
Aggregate fair value investment	$ 436,780		$ 436,780			$ 188,978
Carrying value of long-term investment	0		0			100,563
Other Investments [Member]
Investments [Line Items]
Aggregate fair value investment	9,800		9,800			$ 11,100
Datavant Merger [Member]
Investments [Line Items]
Proceeds from sale of investment	320,000		320,000
Gain on measurement of investment	$ 443,800		$ 443,800
Datavant Merger Combined Company [Member] \| Combined Company [Member]
Investments [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	17.00%		17.00%
Arbutus Biopharma Corporation [Member]
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
Premium on the conversion price, percentage									15.00%
Annual compounded conversion rate for preferred share	8.75%		8.75%
Conversion price	$ 7.13		$ 7.13			$ 7.13
Closing price									$ 6.20
Aggregate fair value investment	$ 166,700		$ 166,700			$ 129,400
Unrealized gain (loss) on investments	$ 48,900	$ 50,900	$ 37,300	$ 82,400
Closing price of common stock	$ 4.29		$ 4.29			$ 3.33
Equity method investment ownership percentage	29.00%		29.00%
Sio Gene Therapies Inc [Member]
Investments [Line Items]
Ownership interest, percentage	25.00%		25.00%
Aggregate fair value investment	$ 40,300		$ 40,300			$ 48,500
Unrealized gain (loss) on investments	$ (10,400)	$ 33,400	$ (8,200)	40,500
Closing price of common stock	$ 2.17		$ 2.17			$ 2.61
Datavant Holdings, Inc [Member]
Investments [Line Items]
Aggregate fair value investment	$ 220,000		$ 220,000		$ 224,100			$ 99,000
Unrealized gain (loss) on investments	$ (4,100)		$ (4,100)
Preferred stock issued and sold							639,140
Gain on deconsolidation				$ 86,500
Carrying value of long-term investment					$ 100,600
Datavant Holdings, Inc [Member] \| Series B Preferred Stock [Member]
Investments [Line Items]
Preferred stock issued and sold								13,411,311
Gross proceeds from issuance of stock								$ 27,200
Preferred stock issued and sold								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) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Asset Acquisition [Line Items]
Research and development expense	$ 254,259	$ 97,409	$ 332,885	$ 156,143
MAAC [Member]
Asset Acquisition [Line Items]
Asset acquisition, consideration transferred	82,100		82,100
Research and development expense	82,100		82,100
Asset acquisition, consideration transferred, liabilities incurred	2,100		2,100
Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable	70,000		70,000
Payments to asset acquisition	$ 10,000		$ 10,000

Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	May 31, 2021	Dec. 31, 2019
Transaction Agreement [Line Items]
Escrow amount	$ 75,000
Restricted cash	$ 86,632	$ 11,794		$ 11,794
Gain on termination of Sumitomo Options		0	$ 0	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	600	$ 800
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%
Number of shares transferred							26,952,143
Escrow amount							$ 75,000
Restricted cash							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]
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements		5,164,558	5,470,387	5,164,558	5,470,387

Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Prepaid expenses	$ 40,946	$ 39,544
Trade receivables, net	9,814	11,222
Income tax receivable	2,502	1,803
Other	2,301	1,681
Total other current assets	$ 55,563	$ 54,250

Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Balance Sheet Components [Line Items]
Total accrued expenses	$ 104,111	$ 76,936
R&D Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	42,780	20,755
Employee Related Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	20,965	38,552
Professional Services Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	17,325	10,267
Other General and Administrative Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	$ 23,041	$ 7,362

Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Deferred revenue	$ 4,389	$ 5,918
Income tax payable	638	207
Other	5,630	3,037
Total other current liabilities	$ 10,657	$ 9,162

Long-Term Debt and Loan Commitment - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 31, 2021	May 31, 2019
Long-term Debt, Unclassified [Abstract]
Principal amount	$ 208,200	$ 170,100
Exit fee / end of term charge	5,000	1,390	$ 5,000
Less: unamortized debt discount and issuance costs	(13,331)	(1,210)
Total debt, net	199,869	170,280
Less: current portion	0	0
Total long term debt, net	$ 199,869	$ 170,280

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.