0001193125-22-205102 | POS AM | XBRL Viewer

Net loss attributable to noncontrolling interests

^[1]

(924,116)

(900,233)

(78,854)

(90,999)

Net loss attributable to Roivant Sciences Ltd.

$ (845,262)

$ (809,234)

Net loss per common share—basic

^[1]

$ (1.26)

$ (1.28)

Net loss per common share—diluted

^[1]

$ (1.26)

$ (1.28)

Weighted average shares outstanding—basic

^[1]

669,753,458

630,046,720

Weighted average shares outstanding—diluted

^[1]

669,753,458

630,046,720

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

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expense	$ 564,956	$ 84,958
Research and Development Expense [Member]
Share-based Payment Arrangement, Expense	63,735	22,637
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expense	$ 501,221	$ 62,321

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

12 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Statement of Stockholders' Equity [Abstract]

Foreign currency translation adjustment

^[1]

$ (924,116)

$ (900,233)

Other comprehensive loss

(2,271)

3,826

Total other comprehensive (loss) income

(2,271)

3,826

Comprehensive loss

(926,387)

(896,407)

Comprehensive loss attributable to noncontrolling interests

(78,734)

(90,967)

Comprehensive loss attributable to Roivant Sciences Ltd.

$ (847,653)

$ (805,440)

[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, temporary equity at Mar. 31, 2020

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]

^[1]

$ 22,491

Balance at Mar. 31, 2020

^[1]

$ 2,086,204

$ 0

$ 3,143,739

$ 0

$ (2,349)

$ (1,109,228)

$ 54,042

Balance, shares at Mar. 31, 2020

^[1]

628,779,048

Issuance of subsidiary common shares, net

^[1]

456,097

324,995

(100,000)

231,102

Issuance of subsidiary common shares to the Company

^[1]

(11,692)

11,692

Exercise of subsidiary stock options and vesting of subsidiary restricted stock units

^[1]

907

522

385

Deconsolidation of subsidiary

^[1]

(3,054)

Consolidation of unconsolidated entity

^[1]

9,178

Repurchase of equity awards

^[1]

(113)

Cash contribution to majority-owned subsidiaries

^[1]

(1,642)

1,642

Issuance of the Company's common shares

^[1]

301,744

Issuance of the Company's common shares, shares

^[1]

21,077,155

Share-based compensation

^[1]

84,958

$ 1,720,090

57,252

27,706

Foreign currency translation adjustment

^[1]

3,826

3,794

Balance, temporary equity at Mar. 31, 2021

^[1]

(900,233)

(809,234)

(90,999)

^[1]

22,491

Balance at Mar. 31, 2021

^[1]

2,039,514

$ 0

3,814,805

(100,000)

1,445

(1,918,462)

241,726

Balance, shares at Mar. 31, 2021

^[1]

651,576,293

Issuance of subsidiary warrants

^[1]

2,075

2,051

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 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 related to settlement of transaction consideration (in shares)

^[1]

840,398

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

Issuance of common stock upon warrants exercise

^[1]

778

Issuance of common stock upon warrants exercise, Shares

^[1]

60,021

Stock options exercised and restricted stock units vested and settled

^[1]

2,757,775

Deconsolidation of subsidiary

^[1]

3,578

Repurchase of equity awards

^[1]

(2,247)

Cash contribution to majority-owned subsidiaries

^[1]

(10,219)

10,219

Exercise of subsidiary stock options

^[1]

412

Issuance of the Company's common shares

^[1]

57,167

Issuance of the Company's common shares, shares

^[1]

7,369,000

Share-based compensation

^[1]

564,956

519,712

45,244

Foreign currency translation adjustment

^[1]

(2,271)

(2,391)

120

Balance, temporary equity at Mar. 31, 2022

^[1]

(924,116)

(845,262)

(78,854)

^[1]

$ 22,491

Balance at Mar. 31, 2022

^[1]

$ 2,038,943

$ 0

$ 4,421,614

$ 0

$ (946)

$ (2,763,724)

$ 381,999

Balance, shares at Mar. 31, 2022

^[1]

694,975,965

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

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Cash flows from operating activities:

Adjustments to reconcile net (loss) income to net cash used in operating activities:

^[1]

$ (924,116)

$ (900,233)

Non Cash Acquired in Process Research and Development

78,223

351,523

Share-based compensation

564,956

84,958

Change in fair value of investments

87,291

(95,533)

Gain on sale of investment

(443,754)

Change in fair value of debt and liability instruments

(3,354)

29,845

Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity

(5,041)

(115,364)

Gain on termination of Sumitomo Options

(61,472)

Loss from equity method investment

3,750

Changes in assets and liabilities, net of effects from acquisition and divestiture:

13,819

16,978

Accounts payable

15,403

3,752

Accrued expenses

50,595

9,225

Deferred consideration liability

(50,000)

100,000

Operating lease liabilities

(6,865)

(5,497)

Deferred revenue

17,969

2,297

Net cash used in operating activities

(11,383)

(37,839)

(677,729)

(552,138)

Cash flows from investing activities:

Proceeds from sale of investment

320,170

Purchase of property and equipment

(17,436)

(5,806)

Net cash (used in) provided by investing activities

561

(25,896)

303,295

(31,702)

Cash flows from financing activities:

Proceeds from business combination and PIPE financing

213,424

Proceeds from issuance of subsidiary common shares, net of issuance costs paid

455,756

Proceeds from payment of subscription receivable

100,000

Proceeds from subsidiary debt financings, net of financing costs paid

36,400

Repayment of long-term debt by subsidiary

(21,590)

Payment of offering and loan origination costs

(20,297)

(286)

Net cash provided by financing activities

(1,145)

794

306,792

456,264

Net change in cash, cash equivalents and restricted cash

(67,642)

(127,576)

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

2,074,034

2,141,676

Non-cash investing and financing activities:

Subscription receivable related to issuance of subsidiary common shares

100,000

Supplemental disclosure of cash paid:

6,035

4,531

Income taxes paid

916

4,076

Interest paid

$ 5,535

$ 2,017

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

Description of Business and Liquidity	12 Months Ended
Description of Business and Liquidity	Mar. 31, 2022
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. VTAMA ® (tapinarof) cream was approved by the United States Food and Drug Administration (“FDA”) in May 2022 as the first and only FDA-approved steroid-free topical medication in its class for the treatment of plaque psoriasis in adult patients. 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 ticker 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 March 31, 2022, the Company had cash and cash equivalents of approximately $2.1 billion and its accumulated deficit was approximately $2.8 billion. For the years ended March 31, 2022 and 2021, the Company incurred net losses of $924.1 million and $900.2 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. Through March 31, 2022, the Company had not generated any revenue from the sale of its product candidates. Through its subsidiary Dermavant Sciences Ltd., the Company has launched its first commercial product, VTAMA cream, following approval by the FDA in May 2022. The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these consolidated financial statements.

Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2022

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

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 consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of 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 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.

(B) Use of Estimates

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

Additionally, the Company assessed the impact that the

COVID-19

pandemic has had on its operations and financial results as of March 31, 2022 and through the issuance of these consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact

COVID-19

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

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.

he Company has long-lived assets in different geographic locations. As of March 31, 2022 and 2021, a majority of the Company’s long-lived assets were located in the United States.

(D) Cash, Cash Equivalents, and Restricted Cash

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

be cash equivalents.

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.

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


	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	2,060,400	$	2,055,044
Restricted cash		13,634		86,632

Cash, cash equivalents and restricted cash	$	2,074,034	$	2,141,676

(E) Contingencies

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

(F) Property and Equipment

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


Property and Equipment		Estimated Useful Life
Computers		3 years
Laboratory and other equipment		5 - 10 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

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

)

Investments

Investments in equity securities may be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.

The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “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. R&D costs primarily consist of costs associated with preclinical studies and clinical trials, including amounts paid to contract research organizations, contract manufacturing organizations, and other third parties that conduct R&D activities on behalf of the Company, as well as employee-related expenses, such as salaries, share-based compensation, and benefits, for employees engaged in R&D activities.

(I) Acquired

In-Process

Research and Development Expenses

For the year ended March 31, 2022, the Company began reporting acquired

in-process

research and development (“IPR&D”) expense as a separate line item in its consolidated statements of operations. Acquired IPR&D expenses include consideration for the purchase of IPR&D through asset acquisitions and license agreements as well as payments made in connection with asset acquisitions and license agreements upon the achievement of development milestones. These expenses were previously recorded in “Research and development” on the consolidated statements of operations. Prior periods have been revised to conform to the current period presentation.

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 acquired

in-process

research and development expense in its consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset.

(J) General and Administrative Expenses

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

in-license

of new drug candidates as well as for overseeing Vant operations and facilitating the use of the Company’s platform and technologies at Vants. G&A expenses also consist of legal and accounting fees, consulting services and other operating costs

relating to corporate matters and daily operations. G&A expenses include costs incurred relating to the identification, acquisition or

in-license

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

(K) Leases

The Company determines if an arrangement includes a lease at the inception of the agreement. For each of the Company’s lease arrangements, the Company records a

right-of-use

asset representing the Company’s right to use an underlying asset for the lease term and a lease liability representing the Company’s obligation to make lease payments. Operating lease

right-of-use

assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the expected lease term. If the interest rate implicit in the Company’s leases is not readily determinable, in determining the weighted-average discount rate used to

calculate the net present value of lease payments, the Company utilizes an estimate of its incremental borrowing rate. The Company’s incremental borrowing rates are determined based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred.

The Company elected the practical expedient not to apply the recognition and measurement requirements to short-term leases, which is any lease with a term of one year or less as of the lease commencement date. Leases may require the Company to pay additional amounts for taxes, insurance, maintenance, and other expenses, which are generally referred to as

non-lease

components. The Company has elected the practical expedient to combine lease and

non-lease

components. If a lease includes options to extend the lease term, the Company does not assume the option will be exercised in its initial lease term assessment unless there is reasonable certainty that the Company will renew based on an assessment of economic factors present as of the lease commencement date.

(L) Income Taxes

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

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

(M) Share-Based Compensation

Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the

performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method.

The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model. When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable market price or volatility of the Company’s common stock that is used in the valuation as a result of material

non-public

information, if that information is expected to result in a material increase in share price.

Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s shares of common stock. Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for

pre-vesting

award forfeitures when they occur.

One of the inputs to the Black-Scholes option pricing model is the fair value of the Company’s common shares. Prior to the closing of its business combination with MAAC, as a privately held company, the Company estimated the fair value of the shares of common stock underlying its share-based awards on each grant date. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercised reasonable judgment and considered numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considered factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions; the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions.

The Company applies a similar methodology to estimate the fair value of the shares of common stock underlying share-based awards issued by its privately held Vants. Following the closing of the Company’s business combination with MAAC, RSL’s common shares became publicly traded and the Company began determining the fair value of each common share underlying share-based awards based on the closing price of its common shares as reported by Nasdaq on the date of grant. Therefore, it will not be necessary to determine the fair value of the new stock-based award pursuant to the methodology described above.

(N) 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 common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 4, “Investments”); liability instruments issued, including the Roivant Warrants and

Earn-Out

Shares (each as defined in Note 3, “Business Combination with MAAC”) liabilities issued in connection with the Company’s business combination with MAAC (as discussed in Note 3, “Business Combination with MAAC”); the 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. In October 2021, shares of Arbutus’ Series A participating convertible preferred shares (“Arbutus Preferred Shares”) held by the Company were converted into shares of common stock of Arbutus pursuant to mandatory conversion provisions. Prior to conversion, the Arbutus Preferred Shares held by the Company were classified as Level 2 as the fair value of such preferred shares was determined based upon the quoted market price of Arbutus common stock into which such preferred shares were convertible. The shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 4, “Investments”), 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 the 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 was based on a fixed monetary amount, and payment was based solely on the passage of time. The deferred consideration liability was settled in November 2021 by payment of $50.0 million in cash as well as the issuance of 6,348,057

of the Company’s

ommon

hares. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. Long-term debt issued by Dermavant for which the

fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market.

(O) Foreign Currency

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

(P) Revenue Recognition

The Company recognizes revenue when its customer

obtains

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

The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below.

•

Licenses of intellectual property:

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

non-refundable,

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

non-refundable,

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

•

Milestone payments:

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

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

re-evaluates

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

catch-up

basis in earnings in the period of the adjustment.

•

Royalties and commercial milestone payments:

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

based on a

pre-specified

level of sales, the Company

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

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

Trade Receivables, Net

The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of March 31, 2022 and 2021. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets.

(Q) Warrant Liabilities

The Company classifies the Roivant Warrants as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the consolidated statements of operations. The Company will continue to adjust the carrying value of 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.

(R) 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

simplifies 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. 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 consolidated financial statements.

Business Combination with MAAC

12 Months Ended

Mar. 31, 2022

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 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

ommon

stock

prior to the Business Combination, have been retroactively restated to reflect 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

ommon

hare 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

ommon

hares based on an exchange ratio of 0.75, with a portion of such Roivant

ommon

hares 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

ommon

hares 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

ommon

hares 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 Roivant Warrants and

Earn-Out

Shares liabilities. Transaction costs were allocated to the Roivant 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

ommon

hares issued to the MAAC Sponsor and 10,000 Roivant

ommon

hares 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

ommon

hares 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

ommon

hares issued to the MAAC Sponsor and 5,000 Roivant

ommon

hares 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

ommon

hares is greater than or equal to $20.00 over any twenty out of thirty trading day period during the Vesting Period (as defined below).

The remaining number of Roivant

ommon

hares 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 November 9, 2021, the date on which the registration statement on Form

S-1

required to be filed by the Company in connection with the PIPE Financing was declared effective, and ending no later than September 30, 2026 (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the

Earn-Out

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

Earn-Out

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

Earn-Out

Shares will be forfeited.

The

Earn-Out

Shares require liability classification and are classified as “Liability instruments measured at fair value” on the 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

ommon

hares 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

ommon

hares held by the MAAC Sponsor and MAAC Independent Directors, six months following the Closing, which expired on March 30, 2022, (ii) with respect to an additional 25% of the Roivant

ommon

hares 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

ommon

hares held by the MAAC Sponsor and MAAC Independent Directors,

thirty-six

months following the Closing.

The Roivant

ommon

hares 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, which expired on March 30, 2022, (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

ommon

hares held by such Roivant equityholders (including those underlying incentive equity awards), six months following the Closing, which expired on March 30, 2022, (y) with respect to an additional 25% of the Roivant

ommon

hares 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

ommon

hares (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

ommon

hares. 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

ommon

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

ommon

hares 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 require liability classification and are classified as “Liability instruments measured at fair value” on the 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. As of March 31, 2022, 60,021 Roivant Warrants have been exercised and none redeemed.

Redemption of Roivant Warrants when the price per share of Roivant

ommon

hares equals or exceeds $18.00.

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

ommon

stock

for any

20 trading days within a

-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

ommon

hares equals or exceeds $10.00.

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

ommon

hares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Roivant

ommon

hares;

•

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

ommon

hares shall mean the volume-weighted average price of

ommon

hares 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	12 Months Ended
Investments	Mar. 31, 2022
Investments, All Other Investments [Abstract]
Investments	Note 4—Investments Investment in Arbutus In October 2017, pursuant to a subscription agreement entered into by RSL and Arbutus, RSL acquired 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares, which converted into 22,833,922 shares of Arbutus common stock in October 2021. The Company accounts for its investment in Arbutus as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At March 31, 2022, RSL held approximately 26% of issued and outstanding shares of Arbutus. At March 31, 2022 and 2021, the aggregate fair value of the Company’s investment in Arbutus was $115.8 million and $129.4 million, respectively, with the Company recognizing an unrealized loss on its investment in Arbutus of $13.6 million and an unrealized gain of $90.2 million in the accompanying consolidated statements of operations for the years ended March 31, 2022 and 2021. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on March 31, 2022 and 2021 of $2.98 and $3.33, respectively. Investment in Sio In February 2020, RSL’s ownership interest in Sio fell below 50.0%, and as a result, the Company deconsolidated Sio. The Company accounts for its investment in Sio as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Sio is considered a related party of the Company. At March 31, 2022, RSL held approximately 25% of Sio’s issued and outstanding common shares. At March 31, 2022 and 2021, the fair value of the Company’s investment in Sio was $12.4 million and $48.5 million, respectively, with the Company recognizing an unrealized loss on its investment in Sio of $36.1 million and an unrealized gain of $3.2 million in the accompanying consolidated statements of operations for the years ended March 31, 2022 and 2021, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on March 31, 2022 and 2021 of $0.67 and $2.61, respectively. Investment in Datavant In April 2020, following an equity raise completed by Datavant Holdings, Inc. (“Datavant”) along with a restructuring of Datavant’s equity classes, it was determined that RSL no longer controlled Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant is considered a related party of the Company. 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 consolidated statements of operations for the year ended March 31, 2021. In July 2020, Datavant issued and sold additional 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 the Company’s 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 in Ciox Parent. As a result of the transaction, the Company recognized a gain on remeasurement of $443.8 million in the accompanying consolidated statements of operations for the year ended March 31, 2022. As of March 31, 2022, the Company’s minority equity interest represented 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. 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 March 31, 2022 and July 27, 2021, the fair value of the Company’s investment was $193.9 million and $224.1 million, respectively, with the Company recognizing an unrealized loss on its investment of $30.2 million for the year ended March 31, 2022. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 14, “Fair Value Measurements” for more information. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $3.7 million and $11.1 million as of March 31, 2022 and 2021, respectively.

Asset Acquisitions and License Agreements

12 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Asset Acquisitions and License Agreements

Note 5—Asset Acquisitions and License Agreements

During the years ended March 31, 2022 and 2021, the Company, directly or indirectly through Vants, completed the following key asset acquisitions and license agreements. The Company evaluated the below agreements, except the collaboration agreement entered into between Proteovant Therapeutics, Inc. and Blueprint Medicines Corporation (“Blueprint Medicines”) that is evaluated separately below, and determined that the acquired assets did not meet the definition of a business as substantially all the fair value of the assets acquired were concentrated in a single asset or group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of an assembled workforce and early stage of development and thus, each transaction was accounted for as an asset acquisition.

The Company then evaluated whether each

in-process

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

in-process

research and development under the below agreements as acquired

in-process

research and development expense in the accompanying consolidated statements of operations for the years ended March 31, 2022 and 2021.

Genevant

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

RNA-based

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

Pursuant to the Recapitalization, the following transactions were completed:

•

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

•

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

•

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

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

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

As a result of the Recapitalization and changes to the

bye-laws,

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

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

in-process

research and development, which was determined by the Company to have not reached technological feasibility and therefore have no alternative future use. Accordingly, the Company recorded $41.4 million as acquired

in-process

research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2021.

Proteovant

In November 2020, Proteovant Sciences, Inc. (formerly known as Pharmavant 5, Inc.) (together with its wholly owned subsidiaries, “Proteovant”) entered into a stock purchase agreement to acquire Oncopia Therapeutics, Inc. (“Oncopia”), a preclinical biotechnology company developing small molecule protein degraders primarily against certain oncology targets. Upfront proceeds to Oncopia’s shareholders were $105.0 million, prior to certain adjustments in accordance with the terms of the agreement. Proteovant is also obligated to make future development and commercial milestone payments of up to $100.0 million for the first product targeting each of the two specified initial targets, and up to $51.0 million for the first product targeting each of certain specified additional molecular targets. Additionally, the Company’s investments in promissory notes issued by Oncopia for an aggregate principal amount of $11.5 million were settled through either conversion to equity or cancellation.

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

co-founder

(the

“Co-Founder”).

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

low-

mid-single

digits, subject to certain adjustments.

The

Co-Founder’s

lab at the University of Michigan had been providing

on-going

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

Lastly, in connection with the acquisition of Oncopia, the

Co-Founder

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

Co-Founder

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

Co-Founder

upon achievement of development milestones for each such product.

During the year ended March 31, 2021, the Company recorded $116.5 million, relating to the net upfront cash payment of $101.2 million, settlement of promissory notes receivable, including accrued interest, of $11.9 million, and fair value of future contingent consideration payments of $3.4 million, as acquired

in-process

research and development expense in the accompanying consolidated statements of operations.

In December 2020, RSL, Proteovant and SK, Inc. (formerly known as SK Holdings Co., Ltd.) (“SK”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. In January 2021, in accordance with the terms of the Subscription Agreement, SK made the first payment of $100.0 million to Proteovant. SK made the second payment of $100.0 million to Proteovant in July 2021.

In February 2022, Proteovant entered into a collaboration agreement with Blueprint Medicines pursuant to which the parties will jointly research and advance up to two novel protein degrader compounds into development candidates, as well as up to two additional novel protein degrader target programs as may be mutually agreed to by the Blueprint Medicines and Proteovant (each a target program). Under the terms of the collaboration agreement, Proteovant received a nonrefundable, upfront payment of $20.0 million in March 2022 and will be eligible to receive up to an additional $632.0 million in contingent milestone payments including

specified research, development, regulatory and commercialization milestones and tiered percentage royalties on a licensed

product-by-licensed

product basis ranging from the

mid-

to high-single digits on net sales on the first two target programs, subject to adjustment in specified circumstances. If Proteovant

opts-in

to the second target program (the

“Opt-In

Right”), the parties will jointly develop and commercialize such compounds and will split profits and losses of that program equally in the United States along with global development costs. Additionally, development and regulatory milestone payments for the second target or

opt-in

target program will be reduced, and Proteovant will only be eligible to receive commercialization milestone payments and royalties on

ex-United

States sales of products relating to such target program. In addition, the parties may jointly extend the collaboration, with the same structure and financial terms, for up to two additional target programs through additional funding by Blueprint Medicines and Proteovant’s

Opt-In

Right would extend to the second of such additional target programs.

Proteovant will be performing research and development activities throughout the period until Blueprint Medicines can exercise its option to obtain a worldwide, exclusive license to develop and commercialize any licensed compound, subject to Proteovant’s

Opt-In

Right. Proteovant initially recorded the $20.0 million upfront payment as deferred revenue on the accompanying consolidated financial statements and will recognize it as revenue as the services are provided.

Affivant

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

pre-paid

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

Acquisition of Silicon Therapeutics

In March 2021, the Company completed the acquisition of the business of Silicon Therapeutics, LLC (“Silicon Therapeutics”), a physics-driven computational drug discovery company, for total consideration of approximately $450.0 million, with additional cash payments payable subject to the satisfaction of certain regulatory and commercial milestones. This acquisition did not include one of Silicon Therapeutics’ subsidiaries, Silicon SWAT, Inc. Approximately $350.0 million of the consideration was payable primarily in the

ompany’s

ommon

stock

at or near closing of the acquisition (the “First Tranche”). At closing of the acquisition, the Company issued 21,409,764

ommon

hares

and paid approximately $14.0 million in cash, net of cash received, to Silicon Therapeutics after giving effect to certain transaction adjustments and holdbacks. The remainder of the First Tranche was paid in a combination of

ommon

hares

and cash as certain holdbacks were released. In November 2021, the Company transferred the remaining $100.0 million (the “Second Tranche Consideration”) to Silicon Therapeutics through a $50.0 million cash payment and the issuance of 6,348,057 of the Company’s

ommon

hares

The transaction was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset,

in-process

research and development related to the computational drug discovery platform that designs and develops small molecule therapeutics. For accounting purposes, the fair value of consideration transferred was $402.4 million, consisting of $281.7 million relating to the fair value of

ommon

hares

issued upfront and expected to be issued shortly thereafter; $105.1 million relating to the fair value of liabilities due to the sellers, including the Second Tranche Consideration, future contingent consideration payments, and closing consideration to be paid in cash; and cash of $15.6 million paid at closing. Of this amount, $399.6 million was attributed to

in-process

research and development, which was determined to

have no alternative future use. Accordingly, the Company recorded $399.6 million as acquired

in-process

research and development expense in the accompanying consolidated statement of operations for the year ended March 31, 2021.

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

In addition, certain share-based compensation awards of Silicon Therapeutics were exchanged with restricted

ommon

stock

of the Company, subject to certain service-based vesting requirements, with a fair value of $22.6 million. Of this amount, $15.6 million was attributed to precombination service and therefore included in the total fair value of consideration transferred.

Priovant

In September 2021, Priovant Therapeutics, Inc. (“Priovant”) entered into a license and collaboration agreement with Pfizer, Inc. (“Pfizer”) (the “Pfizer License Agreement”). 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 issued to Pfizer, representing a dilution-protected minority ownership interest in Priovant; 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 acquired

in-process

research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2022.

Priovant is obligated to pay Pfizer a mid tens-of-millions sales milestone payment if aggregate net sales of its licensed products in Priovant’s territory in a given year exceed a mid hundreds-of-millions amount. Pfizer is obligated to pay Priovant a low tens-of-millions sales milestone payment if aggregate net sales of its licensed products outside of Priovant’s territory in a given year exceed a mid hundreds-of-millions amount.

Priovant is obligated to pay Pfizer a tiered,

sub-teens

royalty, on aggregate net sales of its licensed products in Priovant’s territory. Pfizer is obligated to pay Priovant a tiered high single-digit to

sub-teens

royalty, on aggregate net sales of its licensed products outside of Priovant’s territory.

Hemavant

In November 2021, Hemavant Sciences GmbH (“Hemavant”), a wholly owned subsidiary of the Company, entered into a license agreement with Eisai Co., Ltd. (“Eisai”) (the “Eisai License Agreement”). Pursuant to the Eisai License Agreement, Eisai granted Hemavant (i) an exclusive, worldwide, sublicensable, royalty-bearing license under certain patents and

know-how

and (ii) a

non-exclusive,

worldwide, sublicensable, royalty-bearing license under certain additional patents,

know-how

and inventions, in each case, to develop, manufacture and commercialize the compound known as

RVT-2001

and products incorporating

RVT-2001

for all human and animal uses. In exchange for the rights, the Company made an upfront payment to Eisai consisting of $8.0 million in cash and the issuance of $7.0 million in shares of the Company’s

ommon

stock

at an agreed price of $8.00 per share. Hemavant may also be obligated to pay up to a maximum of $65.0 million in development and regulatory milestone payments (with respect the product for the first indication) and up to a maximum of $18.0 million in payments (with respect to the product for each additional indication) and up to a maximum of $295.0 million in commercial milestone payments. Hemavant may also be obligated to pay a tiered high single-digit to

sub-teens

royalty, subject to certain customary reductions, on net sales of licensed products.

The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The acquired rights, which include the licensed rights and

in-process

inventory of the drug candidate, represent

in-process

research and development assets that were determined to have no alternative future use. The fair value of the 874,957 shares of the Company’s

ommon

stock

issued to Eisai based on the closing price as of the effective date of the Eisai License Agreement was $6.1 million. Accordingly, the Company recorded $14.1 million as acquired

in-process

research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2022.

Accrued Expenses

12 Months Ended

Mar. 31, 2022

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses

Note 6—Accrued Expenses

Accrued expenses at March 31, 2022 and 2021 consisted of the following (in thousands):


	March 31, 2022		March 31, 2021
Research and development expenses	$	66,188	$	20,755
Compensation-related expenses		44,262		38,552
Other general and administrative expenses		17,081		17,629

Total accrued expenses	$	127,531	$	76,936

Long-Term Debt and Loan Commitment

12 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt and Loan Commitment

Note 7—Long-Term Debt and Loan Commitment

(A) Long-Term Debt

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


	March 31, 2022			March 31, 2021
Principal amount	$	217,400		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(12,375	)		(1,210	)

Total debt, net		210,025			170,280
Less: current portion		—			—

Total long-term debt, net	$	210,025		$	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 March 31, 2022. 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, with $176.3 million due over a six-year period paid quarterly following the U.S. regulatory approval of VTAMA in May 2022. The maximum aggregate amount of commercial milestone payments is $

141.0

million. In some circumstances, Dermavant may be able to offset certain of the regulatory milestone payments with up to $

88.1

million of the commercial milestone payments. At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of March

2022

and

2021

, the fair value of the debt was $

177.4

million and $

150.1

million, respectively. Refer to Note

, “Fair Value Measurements” for additional details regarding the fair value measurement.

(B) Debt Maturities

Annual maturities, including the exit fee, of debt outstanding as of March 31, 2022 are as follows (in thousands). Long term debt issued by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable.


Years Ending March 31,
2023	$	—
2024		—
2025		—
2026		—
2027		45,000
Thereafter		—

Total	$	45,000

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, up to a cap of $344.0 million, in exchange for

$160.0 million in committed funding to be paid to Dermavant, conditional based on the approval of tapinarof by the FDA.

VTAMA (tapinarof) cream was approved by the FDA in May 2022. Refer to Note 17, “Subsequent Events” for more information.

Related Party Transactions	12 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 8—Related Party Transactions Sumitomo Dainippon Pharma Co., Ltd. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo Dainippon Pharma Co., Ltd. (“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 certain of its subsidiaries (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 cash payment, in the accompanying consolidated statements of operations for the year ended March 31, 2022. Transition Services Agreement and Strategic Cooperation Agreement In December 2019, RSL and 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”). Concurrent with entry into the Sumitomo Transaction Agreement, RSL and Sumitomo entered into the following agreements: (i) a transition services agreement (the “TSA”), pursuant to which the parties agreed to provide certain transitional services to one another at cost for a specified period of time following the closing date and (ii) a strategic cooperation agreement (the “SCA”), providing for certain technology-related collaborations. Pursuant to the terms of the TSA and the SCA, RSL billed Sumitomo $1.0 million and $1.4 million, net of amounts billed by Sumitomo to RSL, during the years ended March 31, 2022 and 2021, respectively. Additionally, during each of the years ended March 31, 2022 and 2021, the Company paid Sumitomo a $1.0 million DrugOme access fee pursuant to the SCA. On March 1, 2022, RSL and Sumitomo amended the SCA. In connection with the amendment, RSL agreed to pay Sumitomo an aggregate of $4.5 million. This consideration was expensed during the year ended March 31, 2022.

Shareholders' Equity	12 Months Ended
Shareholders' Equity	Mar. 31, 2022
Equity [Abstract]
Shareholders' Equity	Note 9—Shareholders’ Equity (A) RSL Common Stock On September 30, 2021 in connection with the closing of the Business Combination, the Company 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 consolidated financial statements and related notes have been retroactively restated to reflect the stock split. Additionally, in connection with the closing of the Business Combination, the Company adjusted its authorized share capital to equal 7,000,000,000 c ommon s hares, par value $0.0000000341740141 per share. Each c ommon s hare has the right to one vote. The holders of c ommon s hares 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. (B) Committed Equity Facility On February 14, 2022, the Company entered into a committed equity facility (the “Facility”) with an affiliate of Cantor Fitzgerald & Co. (“Cantor”). Under the terms of the Facility, Cantor has committed to purchase up to an aggregate of $250.0 million in the Company’s c ommon s hares from time to time at the request of the Company, subject to certain limitations and the satisfaction of certain conditions. Any sales of the C ompany’s c ommon s hares to Cantor under the Facility will be made at 99% of the volume-weighted average price of the Company’s c ommon s hares on Nasdaq on a given trading day. In consideration for entry into the Facility, the C ompany paid Cantor an upfront commitment fee in the form of 145,986 c ommon s hares . As of March 31, 2022, $250.0 million of the Company’s c ommon s hares remained available for sale under the Facility. (C) Consolidated Vant Equity Transactions Immunovant In May 2020 and September 2020, Immunovant, Inc. achieved the first and second earnout milestones as defined in the share exchange agreement with Health Sciences Acquisitions Corporation. As a result, all of the 20,000,000 earnout shares of Immunovant, Inc.’s common stock were issued, including 17,547,938 shares of common stock issued to RSL. In April 2020, Immunovant, Inc. completed an underwritten public offering of 9,613,365 shares of its common stock, including 1,034,483 shares of common stock purchased by RSL, at a price of $14.50 per share for net proceeds to Immunovant, Inc. of approximately $131.0 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $15.0 million received from RSL. In May 2020, Immunovant, Inc.’s 11,500,000 outstanding warrants became exercisable for an aggregate of 5,750,000 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share. An aggregate of 11,438,290 outstanding warrants were exercised for an aggregate of 5,719,145 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share, for net proceeds of approximately $65.8 million. The remaining 61,710 warrants were cancelled. In September 2020, Immunovant, Inc. completed an underwritten public offering of 6,060,606 shares of its common stock, including 380,000 shares of common stock purchased by RSL, at a price of $33.00 per share for net proceeds to Immunovant, Inc. of approximately $188.1 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $12.5 million received from RSL. Proteovant In July 2021, 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

12 Months Ended

Mar. 31, 2022

Share-Based Compensation

Note 10—Share-Based Compensation

(A) Share-Based Compensation Expense

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


	Years Ended March 31,
	2022		2021
Share-based compensation expense recognized as:
R&D expenses	$	63,735	$	22,637
G&A expenses		501,221		62,321

Total	$	564,956	$	84,958

The achievement of the liquidity event vesting condition for certain equity instruments upon the closing of the Business Combination resulted in the recognition of a

one-time

catch-up

expense of $372.9 million in September 2021 relating to cumulative service rendered between the grant date of the respective awards and completion of the Business Combination. This

one-time

catch-up

expense is reflected in the accompanying consolidated statements of operations for the year ended March 31, 2022.

(B) RSL Equity Incentive Plans

RSL has three equity incentives plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”), and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (the “2015R Plan”) (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. Since the effective date of the RSL 2021 EIP, no further stock awards have been or will be made under the RSL 2015 EIP. Additionally, no further stock awards will be made under the 2015R Plan. As of March 31, 2022,

69,300,000

of the Company’s

ommon

hares were reserved for issuance under the RSL 2021 EIP. The number of

ommon

hares reserved for issuance under the RSL 2021 EIP will automatically increase on April 1 of each year by an amount equal to the lesser of (i)

of the

ommon

hares outstanding as of the last day of the immediately preceding fiscal year and (ii) such number of

ommon

hares as determined by our board of directors in its discretion. The RSL 2021 EIP has a

ten-year

term. The Company’s employees, directors, and consultants are eligible to receive incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock awards under the RSL 2021 EIP. At March 31, 2022, a total of

59,373,756

ommon

hares were available for future grants under the RSL 2021 EIP.

All RSL

ommon

hares issuable on exercise of vested options or settlement of other equity instruments that were issued and outstanding as of the closing of the Business Combination were subject to a

six-month

lock-up

period. The

lock-up

period expired on March 30, 2022.

Stock Options and Performance Stock Options

Activity for stock options and performance stock options under the RSL Equity Plans for the year ended March 31, 2022 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Options outstanding at March 31, 2021		69,687,308		$	11.64		5.89
Granted		12,181,127		$	9.76
Exercised		(101,436	)	$	4.06
Forfeited/Canceled		(1,402,095	)	$	11.86

Options outstanding at March 31, 2022		80,364,904		$	11.37		5.50	$	1,899

Options exercisable at March 31, 2022		39,236,351		$	11.15		4.70	$	1,456

The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable options and the fair value of the Company’s

ommon

stock

at March 31, 2022. At March 31, 2022, total unrecognized compensation expense related to

non-vested

stock options and performance stock options was approximately

$149.7

million and is expected to be recognized over a weighted-average period of approximately

2.63 years.

At March 31, 2022 and 2021, there were 39,236,351 and 16,193,146

vested stock options and performance stock options, respectively. Vesting for performance stock options was subject to a liquidity event vesting requirement in addition to time-based service requirements. The liquidity event vesting requirement was met upon closing of the Business Combination on September 30, 2021.

The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. No performance stock options were granted during the years ended March 31, 2022 and 2021.


	Years Ended March 31,
Assumptions	2022			2021
Expected stock price volatility		81.70	%		74.84	%
Expected risk free interest rate		1.13	%		0.43	%
Expected term, in years		6.25			6.25
Expected dividend yield		—	%		—	%

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


	Years Ended March 31,
	2022		2021
Intrinsic value of options exercised	$	89	$	—
Grant date fair value of options vested	$	210,487	$	25,711
Weighted-average grant date fair value per share of stock options granted	$	6.85	$	8.67

Restricted Stock Units and Performance Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the year ended March 31, 2022 is as follows:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2021		7,294,028		$	11.86
Granted		20,948,227		$	10.44
Vested		(5,111,550	)	$	11.60
Forfeited		(1,173,956	)	$	10.79

Non-vested balance at March 31, 2022		21,956,749		$	10.63

The total fair value of restricted stock units and performance stock units vested during the year ended March 31, 2022 was $59.3 million. Vesting for both restricted stock units and performance stocks units was subject to a liquidity event vesting requirement. There were no vested restricted stock units or performance stock units at March 31, 2021 as the liquidity event vesting requirement was not met until the closing of the Business Combination on September 30, 2021. Restricted stock units vest upon the achievement of time-based service requirements. The vesting of performance stock units requires that certain performance conditions are achieved during the performance period and is subject to continued service requirements.

At March 31, 2022, total unrecognized compensation expense related to

non-vested

restricted stock units and performance stock units was approximately $155.8 million. Unrecognized compensation expense relating to restricted stock units and performance stock units that are deemed probable of vesting is expected to be recognized over a weighted-average period of approximately 2.97 years.

Capped Value Appreciation Rights

March 2020 CVAR Grants

In March 2020, the Company granted capped value appreciation rights (“CVARs”) that will pay at settlement the excess in shares of (a) the lesser of (i) the fair market value of a

ommon

hare 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. On March 30, 2022, the Company amended the outstanding CVARs that were granted in March 2020. Pursuant to the amendment, in the event any CVARs have satisfied the time-based service and liquidity event vesting requirements (“service-vested CVARs”) but have not satisfied the applicable hurdle price on an applicable measurement date, then such CVARs will be deemed to remain outstanding and the applicable award holder will be provided the right to earn such CVARs if the hurdle price is satisfied on subsequent annual “hurdle measurement dates” prior to the original expiration date of the CVARs, being March 31, 2026. The “hurdle measurement dates” are March 30 of each of years 2023 through 2026. If the hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the CVARs will be forfeited in their entirety on the expiration date. This amendment was accounted for as a modification and resulted in an aggregate of approximately $16.9

million of incremental fair value. Incremental fair value associated with CVARs that do not require further service for vesting was recognized in full on March 30, 2022. The Company will recognize the incremental fair value for CVARs that require future service for vesting over the remaining requisite service

period.

Activity

for CVARs under the RSL 2015 EIP for the year ended March 31, 2022 is as follows:


	Number of CVARs			Weighted Average Grant Date Fair Value
Non-service-vested CVARs balance at March 31, 2021		32,447,626		$	0.72
Granted		—		$	—
Service-vested		(18,213,910	)	$	1.22
Forfeited		(435,630	)	$	0.40

Non-service-vested CVARs balance at March 31, 2022		13,798,086		$	1.25

At March 31, 2022, there were 18,213,910 service-vested CVARs. The hurdle price was not satisfied for these service-vested CVARs and as such they remain outstanding. The total fair value of CVARs that service-vested during the year ended March 31, 2022 was

$22.3 million. There were no service-vested CVARs at March 31, 2021 as the liquidity event vesting requirement was not met until the closing of the Business Combination on September 30, 2021.

At March 31, 2022, total unrecognized compensation expense related to

non-service-vested

CVARs was approximately $10.1 million and is expected to be recognized over a weighted-average period of approximately 1.74 years.

November 2021 CVAR Grants

In November 2021, the Company made

one-time

grants of 6,317,350 CVARs in the aggregate under the RSL 2021 EIP to eligible participants. The CVARs are eligible to vest based on the satisfaction of service-based and performance-based vesting requirements. The performance-based vesting requirement was achieved in December 2021. Vested CVARs will be settled in

ommon

hares, up to a specified cap price.

Activity for CVARs under the RSL 2021 EIP for the year ended March 31, 2022 is as follows:


	Number of CVARs			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2021		—		$	—
Granted		6,317,350		$	4.95
Forfeited		(32,100	)	$	4.71

Non-vested balance at March 31, 2022		6,285,250		$	4.95

At March 31, 2022, total unrecognized compensation expense related to

non-vested

CVARs was approximately $19.3 million and is expected to be recognized over a weighted-average period of approximately 3.13 years.

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

ommon

hares of RSL to eligible employees, as defined by the RSL ESPP. As of March 31, 2022, the maximum number of

ommon

hares reserved and available for purchase under the RSL ESPP was

13,900,000.

The total number of

ommon

hares 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

ommon

hares, (ii)

one

percent of the aggregate number of

ommon

hares outstanding (on a fully diluted basis) on the last day of the immediately preceding Company fiscal year and (iii) such lesser number of

ommon

hares as determined by the board of directors; provided that the maximum number of

ommon

hares that may be issued under the RSL ESPP during the term of the plan is

147,447,650

ommon

hares.

(D) Subsidiary Equity Incentive Plans

Certain wholly owned and majority-owned or controlled subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers and consultants are eligible to receive

non-qualified

and incentive stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $47.4 million and $29.1 million for the years ended March 31, 2022 and 2021, respectively, related to subsidiary EIPs. At March 31, 2022, total unrecognized compensation expense related to subsidiary EIPs was approximately $134.5 million.

Income Taxes

12 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 11—Income Taxes

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


	Years Ended March 31,
	2022			2021
Loss before income taxes:
Bermuda (1)	$	390,831		$	(227,471	)
United States		(747,953	)		(212,921	)
Switzerland		(544,870	)		(424,494	)
Other (2)		(21,755	)		(33,661	)

Total loss before income taxes	$	(923,747	)	$	(898,547	)

(1)	Primarily entities which are centrally managed and controlled in the United Kingdom

(2)	Primarily Greater China and United Kingdom activity


	Years Ended March 31,
	2022			2021
Current taxes:
Bermuda	$	—		$	—
United States		(223	)		1,365
Switzerland		—			—
Other (1)		592			321

Total current tax expense	$	369		$	1,686
Deferred taxes:
Bermuda	$	—		$	—
United States		—			—
Switzerland		—			—
Other		—			—

Total deferred tax benefit	$	—		$	—

Total income tax expense	$	369		$	1,686

(1)	Primarily Greater China and United Kingdom activity

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


	Year Ended March 31, 2022					Year Ended March 31, 2021
Income tax benefit at Bermuda statutory rate	$	—		—	%	$	—		—	%
Foreign rate differential (1)		(179,000	)	19.38	%		(150,778	)	16.78	%
Permanent disallowed IPR&D		15,347		(1.66	)%		111,432		(12.40	)%
Tax-effect of changes in the fair value of investments and loss from equity method investment		15,169		(1.64	)%		(22,472	)	2.50	%
Nontaxable gain on sale of investment		(84,313	)	9.13	%		—		—	%
Nontaxable gain on deconsolidation of business		(958	)	0.10	%		(16,438	)	1.83	%
Nondeductible executive compensation		25,973		(2.81	)%		905		(0.10	)%
Tax deficiencies (excess tax benefits) from share-based compensation		12,918		(1.40	)%		(439	)	0.05	%
Other permanent adjustments		10,912		(1.18	)%		2,457		(0.28	)%
Research tax credits		(10,113	)	1.09	%		(10,555	)	1.17	%
Valuation allowance		205,811		(22.28	)%		85,046		(9.46	)%
Tax rate changes		(2,444	)	0.26	%		2,443		(0.27	)%
Other		(8,933	)	0.97	%		85		(0.01	)%

Total income tax expense	$	369		(0.04	)%	$	1,686		(0.19	)%

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

The Company’s effective tax rates for the years ended March 31, 2022 and 2021 was (0.04)% and (0.19)%, respectively, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets.

Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes.

Significant components of the deferred tax assets (liabilities) at March 31, 2022 and 2021 are as follows (in thousands):


	March 31, 2022			March 31, 2021
Deferred tax assets
Research tax credits	$	27,155		$	19,063
Intangible assets		61,544			50,564
Net operating loss		312,749			202,906
Share-based compensation		93,177			26,623
Lease liabilities		15,406			16,638
Other assets		20,651			7,303

Subtotal		530,682			323,097
Valuation allowance		(512,736	)		(303,287	)

Deferred tax liabilities
Depreciation		(1,397	)		(1,214	)
Right-of-use assets		(12,661	)		(13,908	)
Other liabilities		(3,888	)		(4,688	)

Total deferred tax assets/(liabilities)	$	—		$	—

The Company has Federal net operating losses in Switzerland, the

United

States, the United Kingdom and other jurisdictions in the amount of $1,749.2 million, $244.1 million, $40.1 million, and $98.4 million, respectively. The Switzerland net operating losses will expire in varying amounts between March 31, 2025 and March 31, 2029. The United States net operating losses can be carried forward indefinitely with utilization limited to 80% of future taxable income for tax years beginning on or after January 1, 2021, while the United Kingdom and other net operating losses can be carried forward indefinitely as well, with an annual limitation on utilization. The Company has generated net operating losses from United States state and local jurisdictions in the amount of $94.8 million which will expire in varying amounts between March 31, 2035 and March 31, 2042. The Company has generated $27.2 million of research tax credit carryforwards primarily in the United States and Canada, which will expire in varying amounts between March 31, 2035 and March 31, 2042.

The Company assesses the realizability of the deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and record a valuation allowance as necessary. Due to the Company’s cumulative loss position which provides significant negative evidence difficult to overcome, the Company has recorded a valuation allowance of $512.7 million as of March 31, 2022, representing the portion of the deferred tax asset that is not more likely than not to be realized. For the period April 1, 2021 through March 31, 2022, the valuation allowance increased by $209.4 million, primarily as a result of corresponding increases in our global net operating losses, as well as increased costs related to share-based compensation. The amount of the deferred tax asset considered realizable could be adjusted for future factors that would impact the assessment of the objective and subjective evidence of the Company. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the amount, if any, required for a valuation allowance.

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

The Company is subject to tax and is required to file United States, United Kingdom, and Switzerland federal income tax returns, as well as income tax returns in various state, local, and foreign jurisdictions. The

Company

is subject to tax examinations for tax years ended March 31, 2018 and forward in major taxing jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgments. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes it has appropriately recorded its tax position using reasonable estimates and assumptions, however, the potential tax benefits may impact the results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire.

The Company’s unrecognized tax benefit activity during the year ended March 31, 2022 was not material to the Company’s consolidated financial statements. There were no unrecognized tax benefits recorded as of March 31, 2021. No interest and penalties related to unrecognized tax benefits were recorded as of March 31, 2022 or March 31, 2021.

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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-Paragraph 21
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 2
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Roivant Sciences Ltd. [Member]

Leases

12 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Note 12—Leases

The Company’s operating leases consist primarily of real estate leases, including those entered into by certain wholly owned and majority-owned or controlled subsidiaries of RSL.

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


	Years Ended March 31,
	2022		2021
Operating lease cost	$	13,649	$	11,931
Short-term lease cost		326		237
Variable lease cost		1,227		704

Total operating lease cost	$	15,202	$	12,872

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


	During the Year Ended March 31,
	2022		2021
Cash paid for operating lease liabilities	$	14,403	$	8,830
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	6,035	$	5,491


	March 31, 2022			March 31, 202 1
Weighted average remaining lease term (in years)		9.0			9.6
Weighted average discount rate		7.0	%		7.1	%

As of March 31, 2022, maturities of operating lease liabilities were as follows (in thousands):


Years Ending March 31,
2023	$	12,714
2024		12,672
2025		10,455
2026		9,363
2027		8,680
Thereafter		46,783

Total lease payments		100,667
Less: present value adjustment		(24,996	)
Less: tenant improvement allowance		(1,805	)

Total	$	73,866

Commitments & Contingencies	12 Months Ended
Commitments & Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 13—Commitments and Contingencies (A) Commitments Long-Term Debt The Company is obligated to make contractual payments related to its long-term debt. Refer to Note 7, “Long-Term Debt and Loan Commitment” for further information. Lease Commitments The Company has operating leases, consisting primarily of real estate leases. Refer to Note 12, “Leases” for further information. Other Commitments In May 2021, the Company entered into a master subscription agreement with Palantir Technologies Inc. (“Palantir”) for access to Palantir’s proprietary software for a five-year period. As of March 31, 2022, the remaining minimum payments for this software subscription are $30.0 million. In November 2021, the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), entered into a Product Service Agreement with Samsung Biologics Co., Ltd. (“Samsung”) by which Samsung will manufacture and supply Immunovant with batoclimab drug substance for commercial sale and perform other manufacturing-related services with respect to batoclimab. As of March 31, 2022, the minimum purchase commitment related to this agreement is estimated to be approximately $36.0 million. 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. Immunovant As the Company’s subsidiary, Immunovant, has previously disclosed, in February 2021, a putative securities class action complaint was filed against Immunovant and certain of its current and former officers in the U.S. District Court for the Eastern District of New York on behalf of a class consisting of those who acquired Immunovant’s securities from October 2, 2019 and February 1, 2021. The complaint alleged that Immunovant and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making false and misleading statements regarding the safety of batoclimab and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On December 29, 2021, the U.S. District Court appointed a lead plaintiff. On February 1, 2022, the lead plaintiff filed an amended complaint adding both (i) the Company and (ii) Immunovant’s directors and underwriters as defendants, and asserting additional claims under Section 11, 12(a)(2), and 15 of the Securities Act of 1933, which was further amended by an amended complaint filed on March 15, 2022. On May 27, 2022, defendants, including the Company, filed motions to dismiss that amended complaint. The Company intends to vigorously defend the case and has not recorded a liability related to this lawsuit because, at this time, the Company is unable to reasonably estimate possible losses or determine whether an unfavorable outcome is either probable or remote. In March 2022, Acuitas Therapeutics Inc. filed a lawsuit in the U.S. District Court for the Southern District of New York against two of the Company’s affiliates, Genevant and Arbutus, seeking a declaratory judgment that U.S. Patents 8,058,069, 8,492,359, 8,822,668, 9,006,417, 9,364,435, 9,404,127, 9,504,651, 9,518,272, and 11,141,378 are not infringed by the manufacture, use, offer for sale, sale or importation into the United States of COMIRNATY, Pfizer’s and BioNTech’s vaccine for COVID-19 and are otherwise invalid. Each of Genevant and Arbutus intend to vigorously defend the case and neither they nor the Company have recorded a liability related to this lawsuit. (C) Indemnification Agreements The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintain director and officer liability insurance, which may cover certain liabilities arising from our obligation to indemnify our directors. The Company has not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. To date, the Company has not incurred any material costs and have not accrued any liabilities related to such obligations in the consolidated financial statements as of March 31, 2022 and 2021.

Fair Value Measurements

12 Months Ended

Mar. 31, 2022

Fair Value Measurements

Note 14—Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and 2021, by level, within the fair value hierarchy (in thousands):


	As of March 31, 2022								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of March 31, 2022		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,297,844	$	—	$	—	$	1,297,844	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Datavant Class A units		—		—		193,963		193,963		—		—		—		—
Investment in Sio common shares		12,447		—		—		12,447		48,487		—		—		48,487
Investment in Arbutus common shares		115,765		—		—		115,765		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		—		—		—		—		76,037		—		76,037
Other investments		3,659		—		—		3,659		11,129		—		—		11,129

Total assets at fair value	$	1,429,715	$	—	$	193,963	$	1,623,678	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	177,400	$	177,400	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value (1)		18,019		—		26,893		44,912		—		—		67,893		67,893

Total liabilities at fair value	$	18,019	$	—	$	204,293	$	222,312	$	—	$	—	$	217,993	$	217,993

(1)

At March 31, 2022, Level 1 includes the fair value of the Public Warrants of $18.0 million, and Level 3 includes the fair value of the

Earn-Out

Shares of $9.2 million, Private Placement Warrants of $9.1 million, and other liability instruments issued of $8.6 million. At March 31, 2021, Level 3 includes the fair value of the Sumitomo Options of $62.4 million and other liability instrument issued of $5.5 million.

There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the years ended March 31, 2022 and 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 year ended March 31, 2022 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		(30,184	)

Balance at March 31, 2022	$	193,963

There were no Level 3 assets held during the year ended March 31, 2021.

The changes in fair value of the Level 3 liabilities during the years ended March 31, 2022 and 2021 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		29,845
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

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		9,226
Settlements		(88	)
Termination of DSP Options		(61,472	)

Balance at March 31, 2022	$	204,293

Investment in Datavant

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


	Point Estimate Used
Input	As of March 31, 2022
Volatility		110.0	%
Risk-free rate		1.62	%

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of March 31, 2022 and 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 12%. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest.

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 March 31, 2022
Volatility		82.3%
Risk-free rate		2.43%

As of March 31, 2022, the fair value of the

Earn-Out

Shares was $9.2 million.

Earn-Out

Shares are included in “Liability instruments measured at fair value” in the accompanying 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 with MAAC” 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 March 31, 2022
Volatility		56.5%
Risk-free rate		2.43%
Term (in years)		4.50

As of March 31, 2022, the fair value of the Private Placement Warrants was $9.1 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets.

Sumitomo Options

Prior to termination in June 2021, the fair value of the options to acquire the Company’s interest in certain of its subsidiaries, which were granted to Sumitomo under the Sumitomo Transaction Agreement, was calculated using significant unobservable inputs including the following:


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

In June 2021, the Company completed a transaction with Sumitomo pursuant to which Sumitomo terminated all of its existing options to acquire the Company’s equity interests in certain subsidiaries. As of March 31, 2021, the fair value of the Sumitomo Options was $62.4 million, which is included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets. See Note 8, “Related Party Transactions” for additional information.

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, Net

12 Months Ended

Mar. 31, 2022

Other Expense, Net

Note 15—Other Expense, Net

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


	Years Ended March 31,
	2022			2021
Loss from equity method investment	$	—		$	3,750
Interest income		(369	)		(1,418	)
Interest expense		7,041			2,809
Other (income) expense		(3,237	)		3,560

Total	$	3,435		$	8,701

Net Loss per Common Share

12 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 16—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 stock 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 March 31, 2022 and 2021, potentially dilutive securities were as follows:


	March 31, 2022		March 31, 2021
Stock options and performance stock options		80,364,904		69,687,308
Restricted stock units and performance stock units (non-vested)		21,956,749		7,294,028
March 2020 CVARs (1)		32,011,996		32,447,626
November 2021 CVARs		6,285,250		—
Restricted c ommon stock (non-vested)		741,405		1,720,090
Earn-Out Shares (non-vested)		3,080,387		—
Private Placement Warrants		10,214,365		—
Public Warrants		20,475,875		—
Other instruments issued		5,103,577		5,458,543

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

Subsequent Events	12 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 17—Subsequent Events In May 2022, VTAMA (tapinarof) cream was approved by the FDA as the first and only FDA-approved steroid-free topical medication in its class for the treatment of plaque psoriasis in adult patients. Following the approval of VTAMA cream by the FDA in May 2022, Dermavant received $160.0 million in June 2022 pursuant to the terms of the RIPSA as described in Note 7, “Long-Term Debt and Loan Commitment.” Also, as a result of FDA approval, Dermavant achieved a regulatory milestone to GSK of £100.0 million (approximately $126 million on the date of achievement), which will be paid within 70 calendar days of FDA approval. Additionally, the first sale of VTAMA cream in May 2022 resulted in the achievement of a milestone to Welichem Biotech Inc. of CAD$ 25.0 million (approximately $20 million on the date of achievement), which will be paid within 60 calendar days of the invoice date. Dermavant intends to primarily use the RIPSA proceeds for the payment of these obligations.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2022

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.

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

Use of Estimates

(B) Use of Estimates

Additionally, the Company assessed the impact that the

COVID-19

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

Concentrations

he Company has long-lived assets in different geographic locations. As of March 31, 2022 and 2021, a majority of the Company’s long-lived assets were located in the United States.

Cash, Cash Equivalents, and Restricted Cash

(D) Cash, Cash Equivalents, and Restricted Cash

be cash equivalents.

Restricted cash classified as a current asset consists of legally restricted

non-interest

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.


	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	2,060,400	$	2,055,044
Restricted cash		13,634		86,632

Cash, cash equivalents and restricted cash	$	2,074,034	$	2,141,676

Contingencies

(E) Contingencies

Property and Equipment

(F) Property and Equipment


Property and Equipment		Estimated Useful Life
Computers		3 years
Laboratory and other equipment		5 - 10 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

Investments

)

Investments

Research and Development Expenses

(H) Research and Development Expenses

Acquired In-Process Research and Development Expenses

(I) Acquired

In-Process

Research and Development Expenses

For the year ended March 31, 2022, the Company began reporting acquired

in-process

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

in-process

General and Administrative Expenses

(J) General and Administrative Expenses

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

in-license

relating to corporate matters and daily operations. G&A expenses include costs incurred relating to the identification, acquisition or

in-license

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

Leases

(K) Leases

The Company determines if an arrangement includes a lease at the inception of the agreement. For each of the Company’s lease arrangements, the Company records a

right-of-use

asset representing the Company’s right to use an underlying asset for the lease term and a lease liability representing the Company’s obligation to make lease payments. Operating lease

right-of-use

non-lease

components. The Company has elected the practical expedient to combine lease and

non-lease

Income Taxes

(L) Income Taxes

Share-Based Compensation

(M) Share-Based Compensation

non-public

information, if that information is expected to result in a material increase in share price.

pre-vesting

award forfeitures when they occur.

Fair Value Measurements

(N) Fair Value Measurements

•

Level

1-Valuations

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

•

Level

2-Valuations

•

Level

3-Valuations

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

Earn-Out

of the Company’s

ommon

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.

Foreign Currency

(O) Foreign Currency

Revenue Recognition

(P) Revenue Recognition

The Company recognizes revenue when its customer

obtains

•

Licenses of intellectual property:

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

non-refundable,

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

•

Milestone payments:

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

re-evaluates

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

catch-up

basis in earnings in the period of the adjustment.

•

Royalties and commercial milestone payments:

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

based on a

pre-specified

level of sales, the Company

Trade Receivables, Net

Warrant Liabilities

(Q) Warrant Liabilities

Recently Adopted Accounting Pronouncements

(R) 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 consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

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


	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	2,060,400	$	2,055,044
Restricted cash		13,634		86,632

Cash, cash equivalents and restricted cash	$	2,074,034	$	2,141,676

Schedule of Estimated Useful Lives Used for Asset Type

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


Property and Equipment		Estimated Useful Life
Computers		3 years
Laboratory and other equipment		5 - 10 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term

Accrued Expenses (Tables)

12 Months Ended

Mar. 31, 2022

Accrued Liabilities and Other Liabilities [Abstract]

Schedule of Accrued Expenses

Accrued expenses at March 31, 2022 and 2021 consisted of the following (in thousands):


	March 31, 2022		March 31, 2021
Research and development expenses	$	66,188	$	20,755
Compensation-related expenses		44,262		38,552
Other general and administrative expenses		17,081		17,629

Total accrued expenses	$	127,531	$	76,936

Long-Term Debt and Loan Commitment (Tables)

12 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long Term Debt

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


	March 31, 2022			March 31, 2021
Principal amount	$	217,400		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(12,375	)		(1,210	)

Total debt, net		210,025			170,280
Less: current portion		—			—

Total long-term debt, net	$	210,025		$	170,280

Schedule of Company's Annual Payments


Years Ending March 31,
2023	$	—
2024		—
2025		—
2026		—
2027		45,000
Thereafter		—

Total	$	45,000

Share-Based Compensation (Tables)

12 Months Ended

Mar. 31, 2022

Schedule of Fair Value Assumptions


	Years Ended March 31,
Assumptions	2022			2021
Expected stock price volatility		81.70	%		74.84	%
Expected risk free interest rate		1.13	%		0.43	%
Expected term, in years		6.25			6.25
Expected dividend yield		—	%		—	%

Summary of Stock Option Activity

Activity for stock options and performance stock options under the RSL Equity Plans for the year ended March 31, 2022 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Options outstanding at March 31, 2021		69,687,308		$	11.64		5.89
Granted		12,181,127		$	9.76
Exercised		(101,436	)	$	4.06
Forfeited/Canceled		(1,402,095	)	$	11.86

Options outstanding at March 31, 2022		80,364,904		$	11.37		5.50	$	1,899

Options exercisable at March 31, 2022		39,236,351		$	11.15		4.70	$	1,456

Summary of Restricted Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the year ended March 31, 2022 is as follows:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2021		7,294,028		$	11.86
Granted		20,948,227		$	10.44
Vested		(5,111,550	)	$	11.60
Forfeited		(1,173,956	)	$	10.79

Non-vested balance at March 31, 2022		21,956,749		$	10.63

Summary of Fair Value of Vested Stock Option

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


	Years Ended March 31,
	2022		2021
Intrinsic value of options exercised	$	89	$	—
Grant date fair value of options vested	$	210,487	$	25,711
Weighted-average grant date fair value per share of stock options granted	$	6.85	$	8.67

Summary of Share-Based Compensation Expense

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


	Years Ended March 31,
	2022		2021
Share-based compensation expense recognized as:
R&D expenses	$	63,735	$	22,637
G&A expenses		501,221		62,321

Total	$	564,956	$	84,958

CVARs [Member] | 2015 EIP [Member]

Summary of Capped Value Appreciation Rights

Activity

for CVARs under the RSL 2015 EIP for the year ended March 31, 2022 is as follows:


	Number of CVARs			Weighted Average Grant Date Fair Value
Non-service-vested CVARs balance at March 31, 2021		32,447,626		$	0.72
Granted		—		$	—
Service-vested		(18,213,910	)	$	1.22
Forfeited		(435,630	)	$	0.40

Non-service-vested CVARs balance at March 31, 2022		13,798,086		$	1.25

CVARs [Member] | 2021 EIP [Member]

Summary of Capped Value Appreciation Rights

Activity for CVARs under the RSL 2021 EIP for the year ended March 31, 2022 is as follows:


	Number of CVARs			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2021		—		$	—
Granted		6,317,350		$	4.95
Forfeited		(32,100	)	$	4.71

Non-vested balance at March 31, 2022		6,285,250		$	4.95

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

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

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


	Years Ended March 31,
	2022			2021
Loss before income taxes:
Bermuda (1)	$	390,831		$	(227,471	)
United States		(747,953	)		(212,921	)
Switzerland		(544,870	)		(424,494	)
Other (2)		(21,755	)		(33,661	)

Total loss before income taxes	$	(923,747	)	$	(898,547	)

(1)	Primarily entities which are centrally managed and controlled in the United Kingdom

(2)	Primarily Greater China and United Kingdom activity


	Years Ended March 31,
	2022			2021
Current taxes:
Bermuda	$	—		$	—
United States		(223	)		1,365
Switzerland		—			—
Other (1)		592			321

Total current tax expense	$	369		$	1,686
Deferred taxes:
Bermuda	$	—		$	—
United States		—			—
Switzerland		—			—
Other		—			—

Total deferred tax benefit	$	—		$	—

Total income tax expense	$	369		$	1,686

Reconciliation of Federal Statutory Income Taxes Rate


	Year Ended March 31, 2022					Year Ended March 31, 2021
Income tax benefit at Bermuda statutory rate	$	—		—	%	$	—		—	%
Foreign rate differential (1)		(179,000	)	19.38	%		(150,778	)	16.78	%
Permanent disallowed IPR&D		15,347		(1.66	)%		111,432		(12.40	)%
Tax-effect of changes in the fair value of investments and loss from equity method investment		15,169		(1.64	)%		(22,472	)	2.50	%
Nontaxable gain on sale of investment		(84,313	)	9.13	%		—		—	%
Nontaxable gain on deconsolidation of business		(958	)	0.10	%		(16,438	)	1.83	%
Nondeductible executive compensation		25,973		(2.81	)%		905		(0.10	)%
Tax deficiencies (excess tax benefits) from share-based compensation		12,918		(1.40	)%		(439	)	0.05	%
Other permanent adjustments		10,912		(1.18	)%		2,457		(0.28	)%
Research tax credits		(10,113	)	1.09	%		(10,555	)	1.17	%
Valuation allowance		205,811		(22.28	)%		85,046		(9.46	)%
Tax rate changes		(2,444	)	0.26	%		2,443		(0.27	)%
Other		(8,933	)	0.97	%		85		(0.01	)%

Total income tax expense	$	369		(0.04	)%	$	1,686		(0.19	)%

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

Schedule of Company's net deferred tax assets

Significant components of the deferred tax assets (liabilities) at March 31, 2022 and 2021 are as follows (in thousands):


	March 31, 2022			March 31, 2021
Deferred tax assets
Research tax credits	$	27,155		$	19,063
Intangible assets		61,544			50,564
Net operating loss		312,749			202,906
Share-based compensation		93,177			26,623
Lease liabilities		15,406			16,638
Other assets		20,651			7,303

Subtotal		530,682			323,097
Valuation allowance		(512,736	)		(303,287	)

Deferred tax liabilities
Depreciation		(1,397	)		(1,214	)
Right-of-use assets		(12,661	)		(13,908	)
Other liabilities		(3,888	)		(4,688	)

Total deferred tax assets/(liabilities)	$	—		$	—

Leases (Tables)

12 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Costs

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


	Years Ended March 31,
	2022		2021
Operating lease cost	$	13,649	$	11,931
Short-term lease cost		326		237
Variable lease cost		1,227		704

Total operating lease cost	$	15,202	$	12,872

Summary of Operating Lease ROU Assets and Operating Lease Liabilities

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


	During the Year Ended March 31,
	2022		2021
Cash paid for operating lease liabilities	$	14,403	$	8,830
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	6,035	$	5,491


	March 31, 2022			March 31, 202 1
Weighted average remaining lease term (in years)		9.0			9.6
Weighted average discount rate		7.0	%		7.1	%

Schedule of Maturities of Operating Lease Liabilities

As of March 31, 2022, maturities of operating lease liabilities were as follows (in thousands):


Years Ending March 31,
2023	$	12,714
2024		12,672
2025		10,455
2026		9,363
2027		8,680
Thereafter		46,783

Total lease payments		100,667
Less: present value adjustment		(24,996	)
Less: tenant improvement allowance		(1,805	)

Total	$	73,866

Fair Value Measurements (Tables)

12 Months Ended

Mar. 31, 2022

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


	As of March 31, 2022								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of March 31, 2022		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,297,844	$	—	$	—	$	1,297,844	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Datavant Class A units		—		—		193,963		193,963		—		—		—		—
Investment in Sio common shares		12,447		—		—		12,447		48,487		—		—		48,487
Investment in Arbutus common shares		115,765		—		—		115,765		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		—		—		—		—		76,037		—		76,037
Other investments		3,659		—		—		3,659		11,129		—		—		11,129

Total assets at fair value	$	1,429,715	$	—	$	193,963	$	1,623,678	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	177,400	$	177,400	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value (1)		18,019		—		26,893		44,912		—		—		67,893		67,893

Total liabilities at fair value	$	18,019	$	—	$	204,293	$	222,312	$	—	$	—	$	217,993	$	217,993

(1)

At March 31, 2022, Level 1 includes the fair value of the Public Warrants of $18.0 million, and Level 3 includes the fair value of the

Earn-Out

Schedule of Change IN Fair Value Of The Level 3 Assets

The changes in fair value of the Level 3 assets during the year ended March 31, 2022 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		(30,184	)

Balance at March 31, 2022	$	193,963

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

There were no Level 3 assets held during the year ended March 31, 2021.

The changes in fair value of the Level 3 liabilities during the years ended March 31, 2022 and 2021 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		29,845
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

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		9,226
Settlements		(88	)
Termination of DSP Options		(61,472	)

Balance at March 31, 2022	$	204,293

Private Placement Warrants [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques


		Point Estimate Used
Input		As of March 31, 2022
Volatility		56.5%
Risk-free rate		2.43%
Term (in years)		4.50

Earnout Shares [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

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 March 31, 2022
Volatility		82.3%
Risk-free rate		2.43%

Datavant [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques


	Point Estimate Used
Input	As of March 31, 2022
Volatility		110.0	%
Risk-free rate		1.62	%

Sumitomo Options [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques


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

Other Expense, Net (Tables)

12 Months Ended

Mar. 31, 2022

Other Income and Expenses [Abstract]

Summary of Other Expense, Net From Continuing Operations

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


	Years Ended March 31,
	2022			2021
Loss from equity method investment	$	—		$	3,750
Interest income		(369	)		(1,418	)
Interest expense		7,041			2,809
Other (income) expense		(3,237	)		3,560

Total	$	3,435		$	8,701

Net Loss per Common Share (Tables)

12 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Summary of potentially dilutive securities

As of March 31, 2022 and 2021, potentially dilutive securities were as follows:


	March 31, 2022		March 31, 2021
Stock options and performance stock options		80,364,904		69,687,308
Restricted stock units and performance stock units (non-vested)		21,956,749		7,294,028
March 2020 CVARs (1)		32,011,996		32,447,626
November 2021 CVARs		6,285,250		—
Restricted c ommon stock (non-vested)		741,405		1,720,090
Earn-Out Shares (non-vested)		3,080,387		—
Private Placement Warrants		10,214,365		—
Public Warrants		20,475,875		—
Other instruments issued		5,103,577		5,458,543

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

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

12 Months Ended

Mar. 31, 2022

USD ($)

Segment

Mar. 31, 2021

USD ($)

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Number of operating and reporting segments | Segment

Cash and cash equivalents

$ 2,060,400

$ 2,055,044

Accumulated deficit

^[1]

(2,763,724)

(1,918,462)

^[1]

$ (924,116)

$ (900,233)

[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.

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions	Nov. 01, 2021	Jun. 30, 2021	Mar. 31, 2021
Schedule Of Accounting Policies [Line Items]
Escrowed deposit			$ 75.0
Proceeds from release of escrow deposit		$ 75.0
Cash paid to settle deferred consideration liability	$ 50.0
Common Stock [Member]
Schedule Of Accounting Policies [Line Items]
Stock issued during period shares to settle deferred consideration liability	6,348,057

Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 2,060,400	$ 2,055,044
Restricted cash	13,634	86,632
Cash, cash equivalents and restricted cash	$ 2,074,034	$ 2,141,676

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail)	12 Months Ended
	Mar. 31, 2022
Computer [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Laboratory and other equipment \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years
Laboratory and other equipment \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	Lesser of estimated useful life or remaining lease term

Business Combination with MAAC - Additional Information (Detail)
$ / shares in Units, $ in Thousands

12 Months Ended

Mar. 31, 2022

USD ($)

$ / shares

Mar. 31, 2021

USD ($)

May 31, 2021

$ / shares

Stock Issued During Period, Value, New Issues | $

$ 0.01

^[1]

$ 57,167

$ 301,744

Common Stock Warrants | shares

60,021

Roivant Common Shares [Member]

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]

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

Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member]

Trading day period for earn out shares

30 days

Earn-Out share price

$ 20

MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member]

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]

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]

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]

Stock Issued During Period, Shares, New Issues | shares

1,016,796

MAAC Sponsor [Member] | Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member]

Portion of Share Subject to Earnout

20.00%

MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member]

Portion of Share Subject to Earnout

20.00%

MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Ten Dollar [Member]

Portion of Share Subject to Earnout

10.00%

MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period One [Member]

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]

6 months

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]

MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | Maximum [Member]

12 months

MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Three [Member]

6 years

Percentage of shares subject to lock-up for defined period of time

50.00%

MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Four [Member]

36 months

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]

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]

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]

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 Eight [Member]

6 months

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 Nine [Member]

12 months

Percentage of shares subject to lock-up for defined period of time

50.00%

36 months

Roivant Warrant [Member]

Time To Warrant Exercisability

30 days

Warrants and Rights Outstanding, Term

5 years

Private Placement Warrants [Member]

Class of Warrant or Right, Outstanding | shares

$ 11.5

10,214,365

Private Placement Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member]

Stock price trigger for redemption of warrant

$ 18

Public Warrants [Member]

Class of Warrant or Right, Outstanding | shares

$ 11.5

20,535,896

Redemption of Roivant Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member]

Stock price trigger for redemption of warrant

$ 18

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]

Stock price trigger for redemption of warrant

$ 10

Class of warrants, redemption price per unit

$ 0.1

Class of warrants, redemption notice period

30 days

Redemption of Roivant Warrants [Member] | Roivant Common Shares [Member]

Period for fair market value determination

10 days

Maximum redemption feature per warrant

$ 0.361

Maac Class A Shares [Member] | Roivant Warrant [Member]

Common Class A [Member] | Share Price Equal or Exceeds Eighteen Dollar [Member]

11.5

Share Redemption Trigger Price

$ 18

Common Class A [Member] | Roivant Warrant [Member]

Time To Warrant Exercisability

30 days

Montes Archimedes Acquisition Corp. [Member]

Stockholders Equity Note Stock Split Exchange Ratio 1

2.9262

Allocation of transaction costs incurred to warrants and earn-out shares | $

$ 7,400

Montes Archimedes Acquisition Corp. [Member] | PIPE Financing [Member]

Stock Issued During Period, Shares, New Issues | shares

22,000,000

Share Price

$ 10

Stock Issued During Period, Value, New Issues | $

$ 220,000

Cash received | $

213,400

Costs Incurred Related To Financing | $

$ 24,400

Montes Archimedes Acquisition Corp. [Member] | Maac Class B Shares [Member] | Roivant Common Shares [Member]

Exchange Ratio Of MAAC Class B To Roivant Common Shares

0.75

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

Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 27, 2021	Mar. 31, 2022	Mar. 31, 2021	Oct. 31, 2021	Jul. 31, 2020	Apr. 30, 2020	Oct. 31, 2017
Investments [Line Items]
Aggregate fair value investment		$ 325,834	$ 188,978
Carrying value of long-term investment		$ 0	$ 100,563
Common stock acquired		694,975,965	651,576,293
Datavant Merger [Member]
Investments [Line Items]
Proceeds from sale of investment	$ 320,000
Gain on measurement of investment		$ 443,800
Datavant Merger [Member] \| Combined Company [Member]
Investments [Line Items]
Equity method investment ownership percentage		17.00%
Other Investments [Member]
Investments [Line Items]
Aggregate fair value investment		$ 3,700	$ 11,100
Arbutus Biopharma Corporation [Member]
Investments [Line Items]
Preferred stock Owned, Balance, Shares of Arbutus							1,164,000
Aggregate fair value investment		115,800	129,400
Unrealized gain (loss) on investments		$ (13,600)	$ 90,200
Closing price of common stock		$ 2.98	$ 3.33
Equity method investment ownership percentage		26.00%
Common stock acquired							16,013,540
Investment owned conversion includes both preferred stock and common stock				22,833,922
Sio Gene Therapies Inc [Member]
Investments [Line Items]
Aggregate fair value investment		$ 12,400	$ 48,500
Unrealized gain (loss) on investments		$ (36,100)	$ 3,200
Closing price of common stock		$ 0.67	$ 2.61
Equity method investment ownership percentage		25.00%
Datavant Holdings, Inc [Member]
Investments [Line Items]
Aggregate fair value investment	$ 224,100	$ 193,900				$ 99,000
Unrealized gain (loss) on investments		$ (30,200)
Gain on deconsolidation			$ 86,500
Carrying value of long-term investment					$ 100,600

Asset Acquisitions and License Agreements -Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

12 Months Ended

Jul. 31, 2020

Nov. 30, 2021

Sep. 30, 2021

Mar. 31, 2021

Jan. 31, 2021

Dec. 31, 2020

Nov. 30, 2020

Jul. 31, 2020

Apr. 30, 2018

Mar. 31, 2022

Mar. 31, 2021

Jun. 30, 2020

Gain (loss) on remeasurement of investment

Stock issued, value

^[1]

$ 57,167

$ 301,744

(87,291)

95,533

Acquired in process research and development expense

$ 82,100

139,894

596,132

Share-based compensation expense

564,956

84,958

Pharmanvanth Seven Gmbh [Member]

Acquired in process research and development expense

14,100

Stock Issued During Period, Value, Acquisitions

$ 6,100

Stock shares issued during the period asset acquisition

874,957

Stock shares issued value during the period asset acquisition

$ 6,100

Payable for each additional product indication

18,000

Pharmanvanth Seven Gmbh [Member] | Commercial Milestone [Member]

Milestone payment payable

295,000

Pharmanvanth Seven Gmbh [Member] | Development And Regulatory Milestone [Member]

Milestone payment payable

65,000

Hemavant Sciences GmbH [Member]

Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable

8,000

$ 7,000

Shares Issued, Price Per Share

$ 8

Silicon Therapeutics [Member]

Number of shares issued in business combination

21,409,764

Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, accounts payable

$ 281,700

281,700

Silicon Therapeutics [Member] | First Tranche [Member]

Asset acquisition, consideration transferred, liabilities incurred

350,000

Silicon Therapeutics [Member] | Second Tranche [Member]

Number of shares issued in business combination

6,348,057

Priovant [Member]

Asset acquisition, consideration transferred, liabilities incurred

2,100

Silicon Therapeutics [Member]

Business acquisition, consideration transferred

450,000

Acquired in process research and development expense

399,600

Payment to acquire business, net

14,000

15,600

Business Acquisition, recognized identifiable assets acquired and liabilities assumed, assets

402,400

Stock Issued During Period, Value, Acquisitions

105,100

Share-based compensation expense

23,500

Fair value of common shares

22,600

Fair value of restricted stock

15,600

Stock shares issued value during the period asset acquisition

105,100

Silicon Therapeutics [Member] | Second Tranche [Member]

Business acquisition, consideration transferred

$ 100,000

Cash Payment

$ 50,000

Priovant [Member]

Acquired in process research and development expense

10,000

82,100

Stock Issued During Period, Value, Acquisitions

70,000

Stock shares issued value during the period asset acquisition

$ 70,000

Genevant Sciences Ltd [Member]

Equity ownership interest, additional cash contribution

$ 38,700

Notes receivable, related parties

$ 20,100

Stock issued

74,272,043

Stock issued, value

$ 20,500

Aggregate principal amount of notes converted

$ 15,100

Notes converted, shares issued

54,526,549

Percentage controlling interest

82.90%

Investment, fair value

28,800

Gain (loss) on remeasurement of investment

28,800

Fair value of noncontrolling interests

9,200

Cash paid for common shares

20,500

Business acquisition, consideration transferred

$ 58,500

Acquired in process research and development expense

41,400

Genevant Sciences Ltd [Member] | Arbutus Biopharma Corporation [Member]

ProteoVant Sciences, Inc [Member]

Stock issued

9,057,566

Stock issued, value

$ 2,500

Future development and commercial milestone payments

101,200

$ 100,000

Aggregate principal amount of notes converted

$ 11,500

Acquired in process research and development expense

116,500

Upfront proceeds

105,000

Payment under SRA

15,500

Settlement of promissory notes receivable

11,900

Fair value of future contingent consideration payments

$ 3,400

Equity investment

$ 200,000

Ownership interest

40.00%

Subscription receivable

$ 100,000

ProteoVant Sciences, Inc [Member] | Collaboration Agreement With Blueprint Medicines [Member]

Nonrefundable, upfront payment

20,000

Collaboration Agreement Additional Contingent Milestone Payments Eligible To Receive

632,000

Deferred revenue

$ 20,000

ProteoVant Sciences, Inc [Member] | First Product First Product for Each Molecular Target Covered by Intellectual Property [Member] | Maximum

Future development and commercial milestone payments

8,600

ProteoVant Sciences, Inc [Member] | First Product Targets Targeting Each of Two Specified Initial Targets [Member] | Maximum

Future development and commercial milestone payments

100,000

ProteoVant Sciences, Inc [Member] | First Product Targets Each of Certain Specified Additional MolecularTargets [Member] | Maximum

Future development and commercial milestone payments

51,000

Affivant Sciences [Member]

Affivant Sciences [Member] | Maximum

40,000

Newly issued shares

20,000

Future development and commercial milestone payments

$ 2,000,000

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

Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Accrued Liabilities [Line Items]
Total accrued expenses	$ 127,531	$ 76,936
R&D Expenses [Member]
Accrued Liabilities [Line Items]
Total accrued expenses	66,188	20,755
Employee Related Expenses [Member]
Accrued Liabilities [Line Items]
Total accrued expenses	44,262	38,552
Other General and Administrative Expenses [Member]
Accrued Liabilities [Line Items]
Total accrued expenses	$ 17,081	$ 17,629

Long-Term Debt and Loan Commitment - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	May 31, 2021	Mar. 31, 2021
Long-term Debt, Unclassified [Abstract]
Principal amount	$ 217,400		$ 170,100
Exit fee / end of term charge	5,000	$ 5,000	1,390
Less: unamortized debt discount and issuance costs	(12,375)		(1,210)
Total debt, net	210,025		170,280
Less: current portion	0		0
Total long term debt, net	$ 210,025		$ 170,280

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Long-Term Debt and Loan Commitment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	May 01, 2021	May 31, 2021	Mar. 31, 2022	Mar. 31, 2021	May 31, 2019	Oct. 31, 2018	Aug. 31, 2018
Debt Instrument [Line Items]
Debt principal amount					$ 20,000
Debt interest rate					9.95%
Debt Instrument, Fee Amount		$ 4,000			$ 1,400
Debt Instrument Exit Fee and End of Term Charge		$ 5,000	$ 5,000	$ 1,390
Proceeds from credit facility	$ 40,000
Interest rate	10.00%
Debt Instrument, Term	5 years
Class of warrants or rights number of shares called by each warrant or right		1,199,072
Class of Warrant or Right, Exercise Price per share		$ 0.01
Revenue Interest Purchase and Sale Agreement [Member]
Debt Instrument [Line Items]
Securities Purchased under Agreements to Resell		$ 160,000
Committed funding under RIPSA		$ 344,000
Prime Rate [Member]
Debt Instrument [Line Items]
Debt interest rate					4.45%
NovaQuest Agreement [Member]
Debt Instrument [Line Items]
Debt principal amount						$ 17,500	$ 100,000
Debt fair value			177,400	$ 150,100
NovaQuest Agreement [Member] \| Regulatory Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments							440,600
Possible offset of regulatory milestone payments with commercial milestone							88,100
Milestone payment due over six year period			$ 176,300
NovaQuest Agreement [Member] \| Commercial Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments							$ 141,000

Long-Term Debt and Loan Commitment - Schedule of Company's Annual Payments (Detail) $ in Thousands	Mar. 31, 2022 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2023	$ 0
2024	0
2025	0
2026	0
2027	45,000
Thereafter	0
Total	$ 45,000

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Mar. 01, 2022	Mar. 31, 2022	Mar. 31, 2021	May 31, 2021
Related Party Transaction [Line Items]
Gain on termination of Sumitomo Options		$ 66,472	$ 0
Asset Purchase Agreement [Member]
Related Party Transaction [Line Items]
Consideration received in cash				$ 5,000
Gain on termination of Sumitomo Options		66,500
Transition Services And Strategic Cooperation Agreement [Member]
Related Party Transaction [Line Items]
Cost incurred and recorded as offsets to general and administrative expenses		1,000	1,400
Sumitomo [Member] \| Transition Services And Strategic Cooperation Agreement [Member]
Related Party Transaction [Line Items]
Access fee paid pursuant to strategic cooperation agreement		$ 1,000	$ 1,000
Agreement related to amendment terms additional consideration received by subsidiary	$ 4,500

Shareholders' Equity - Additional Information (Detail)
$ / shares in Units, $ in Millions

1 Months Ended

12 Months Ended

Feb. 14, 2022

USD ($)

Sep. 30, 2020

USD ($)

$ / shares

May 31, 2020

USD ($)

$ / shares

Apr. 30, 2020

USD ($)

$ / shares

Mar. 31, 2022

USD ($)

$ / shares

Mar. 31, 2021

$ / shares

Jul. 01, 2021

USD ($)

May 31, 2021

$ / shares

Dec. 31, 2020

USD ($)

Warrant exercise price per share | $ / shares

$ 0.01

Common stock issued

694,975,965

651,576,293

Common stock, shares authorized

7,000,000,000

Common stock, par or stated value per share | $ / shares

$ 0.00000003

Cantor Fitzgerald Co. [Member]

Percentage of common shares volume-weighted average price

Purchase Obligation | $

$ 250.0

99.00%

Upfront commitment fee number of shares issued | shares

145,986

Common Shares Value Available For Sale | $

$ 250.0

Sk [Member]

Subscription Received | $

$ 100.0

Equity Method Investments | $

$ 200.0

Equity Method Investment, Ownership Percentage

40.00%

Common Shares [Member]

Public offering shares of common stock

^[1]

7,369,000

21,077,155

Roivant Common Shares [Member]

Common stock, shares authorized

7,000,000,000

Common stock, par or stated value per share | $ / shares

$ 0.00000003

Common Stock, Voting Rights

one vote

Stockholders Equity Note Stock Split Exchange Ratio 1

2.9262

Underwritten Public Offering [Member] | Common Shares [Member]

Public offering shares of common stock

380,000

1,034,483

Net proceeds of common stock | $

$ 12.5

$ 15.0

Immunovant, Inc [Member] | Warrant

Number of outstanding warrants

5,750,000

5,719,145

Warrant exercise price per share | $ / shares

$ 11.5

Number of exercisable outstanding warrants

11,500,000

11,438,290

Proceeds of warrants | $

$ 65.8

Class Of Warrant Or Right Canceled

61,710

Immunovant, Inc [Member] | Underwritten Public Offering [Member] | Common Shares [Member]

Common stock per share | $ / shares

$ 33

$ 14.5

Public offering shares of common stock

6,060,606

9,613,365

Net proceeds of common stock | $

$ 188.1

$ 131.0

Immunovant Sciences Ltd [Member]

Common stock issued

20,000,000

17,547,938

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

Share-Based Compensation - Additional Information (Detail) - USD ($)	1 Months Ended		12 Months Ended
	Nov. 30, 2021	Sep. 30, 2021	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 564,956,000	$ 84,958,000
Fair value of options			$ 210,487,000	$ 25,711,000
Employee Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance			13,900,000
Percentage of outstanding stock increase			1.00%
Increment of employee stock purchase plan			13,900,000
Employee stock purchase plan maximum number of common shares issuable			147,447,650
Achievement Of Liquidity Event Vesting Condition Upon Closing Of Business Combination [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
One time catch up expense		$ 372,900,000
Stock Options And Performance Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining weighted-average service period			2 years 7 months 17 days
Unrecognized compensation expense			$ 149,700,000
Stock options exercisable			39,236,351	16,193,146
Restricted Stock Units And Performance Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining weighted-average service period			2 years 11 months 19 days
Unrecognized compensation expense			$ 155,800,000
Fair value of options			59,300,000	$ 0
Subsidiary Equity Incentive Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			47,400,000	$ 29,100,000
March 2020 CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental fair value after march two thousand and twenty capped value appreciation rights amendment.			$ 16,900,000
2015 EIP [Member] \| CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining weighted-average service period			1 year 8 months 26 days
Unrecognized compensation expense			$ 10,100,000
Service-vested			18,213,910	0
Total fair value of CVARs that service-vested during the year			$ 22,300,000
Subsidiary EIPs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			$ 134,500,000
2021 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance			59,373,756
Common shares available for grant			69,300,000
Percentage of outstanding stock increase			5.00%
2021 EIP [Member] \| CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award weighted average intrinsic value of equity instruments other than options granted	6,317,350

Share-Based Compensation - Schedule of Fair Value Assumptions (Detail) - Stock Option [Member]	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	81.70%	74.84%
Expected risk free interest rate	1.13%	0.43%
Expected term	6 years 3 months	6 years 3 months
Expected dividend yield	0.00%	0.00%

Share-Based Compensation - Summary of Fair Value of Vested Stock Option (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Intrinsic value of options exercised	$ 89	$ 0
Grant date fair value of stock options vested	$ 210,487	$ 25,711
Weighted-average grant date fair value per share of stock options granted	$ 6.85	$ 8.67

Share-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock And Performance Stock Units [Member] - R S L Equity Plans Member	12 Months Ended
	Mar. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning \| shares	7,294,028
Granted \| shares	20,948,227
Vested \| shares	(5,111,550)
Forfeited \| shares	(1,173,956)
Non-vested balance, ending \| shares	21,956,749
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 11.86
Weighted Average Grant Date Fair Value, Granted \| $ / shares	10.44
Weighted Average Grant Date Fair Value, vested \| $ / shares	11.6
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	10.79
Weighted Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 10.63

Share-Based Compensation - Summary of Performance Options Activity (Detail) - Stock options and performance stock options [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding , Options exercisable	39,236,351	16,193,146
R S L Equity Plans Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding ,Beginning balance	69,687,308
Options Granted	12,181,127
Exercised	(101,436)
Options Forfeited	(1,402,095)
Stock options outstanding , Ending balance	80,364,904	69,687,308
Stock options outstanding , Options exercisable	39,236,351
Weighted average exercise price, Beginning balance	$ 11.64
Weighted average exercise price, Granted	9.76
Weighted average exercise price, Exercised	4.06
Weighted average exercise price, Forfeited/Canceled	11.86
Weighted average exercise price, Ending balance	11.37	$ 11.64
Weighted average exercise price, Options exercisable	$ 11.15
Weighted Average Remaining Contractual Life	5 years 6 months	5 years 10 months 20 days
Weighted Average Remaining Contractual Life , Options exercisable	4 years 8 months 12 days
Aggregate Intrinsic Value , Ending balance	$ 1,899
Aggregate Intrinsic Value , Options exercisable	$ 1,456

Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - $ / shares	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
2015 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	32,447,626
Granted	0
Forfeited	(435,630)
Vested	(18,213,910)	0
Non-vested balance, ending	13,798,086	32,447,626
Non-vested units, Beginning balance	$ 0.72
Weighted average grant date fair value, Granted	0
Weighted average grant date fair value, forfeited	0.4
Non-vested units , Ending balance	1.25	$ 0.72
Weighted average grant date fair value, Service-vested	$ 1.22
2021 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	0
Granted	6,317,350
Forfeited	(32,100)
Non-vested balance, ending	6,285,250	0
Non-vested units, Beginning balance	$ 0
Weighted average grant date fair value, Granted	4.95
Weighted average grant date fair value, forfeited	4.71
Non-vested units , Ending balance	$ 4.95	$ 0

Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 564,956	$ 84,958
R&D Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	63,735	22,637
G&A Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 501,221	$ 62,321

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

12 Months Ended

Mar. 31, 2022

Mar. 31, 2021

$ (923,747)

$ (898,547)

Bermuda [Member]

^[1]

390,831

(227,471)

United States [Member]

(747,953)

(212,921)

Switzerland [Member]

(544,870)

(424,494)

Other [Member]

^[2]

$ (21,755)

$ (33,661)

[1]	Primarily entities which are centrally managed and controlled in the United Kingdom
[2]	Primarily Greater China and United Kingdom activity

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

12 Months Ended

Mar. 31, 2022

Mar. 31, 2021

$ 369

$ 1,686

Income tax provision

369

1,686

United States [Member]

(223)

1,365

Switzerland [Member]

Bermuda [Member]

Other [Member]

^[1]

592

321

$ 0

[1]	Primarily Greater China and United Kingdom activity

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

Effective Income Tax Rate Reconciliation, Amount [Abstract]

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Line Items]
Interest and penalties related to unrecognized tax benefits	$ 0	$ 0
Effective tax rate	(0.04%)	(0.19%)
Valuation allowance	$ 512,736	$ 303,287
Valuation allowance increase (decrease)	209,400
United States and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating losses	$ 94,800
Minimum \| United States and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating losses expiration date	Mar. 31, 2035
Maximum \| United States and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating losses expiration date	Mar. 31, 2042
Switzerland [Member]
Income Tax Disclosure [Line Items]
Net operating losses	$ 1,749,200
Switzerland [Member] \| Minimum
Income Tax Disclosure [Line Items]
Net operating losses expiration date	Mar. 31, 2025
Switzerland [Member] \| Maximum
Income Tax Disclosure [Line Items]
Net operating losses expiration date	Mar. 31, 2029
United States [Member]
Income Tax Disclosure [Line Items]
Net operating losses	$ 244,100
Annual NOL utilization limitation percentage	80.00%
United Kingdom [Member]
Income Tax Disclosure [Line Items]
Net operating losses	$ 40,100
Other Jurisdictions [Member]
Income Tax Disclosure [Line Items]
Net operating losses	98,400
United States And Canada [Member]
Income Tax Disclosure [Line Items]
Research and development tax credit carryforwards	$ 27,200
United States And Canada [Member] \| Minimum
Income Tax Disclosure [Line Items]
Research and development tax credit expiration date	Mar. 31, 2035
United States And Canada [Member] \| Maximum
Income Tax Disclosure [Line Items]
Research and development tax credit expiration date	Mar. 31, 2042

Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Deferred tax assets
Research tax credits	$ 27,155	$ 19,063
Intangible assets	61,544	50,564
Net operating loss	312,749	202,906
Share-based compensation	93,177	26,623
Lease liabilities	15,406	16,638
Other assets	20,651	7,303
Subtotal	530,682	323,097
Valuation allowance	(512,736)	(303,287)
Deferred tax liabilities
Depreciation	(1,397)	(1,214)
Right-of-use assets	(12,661)	(13,908)
Other liabilities	(3,888)	(4,688)
Net Deferred tax assets/(liabilities), net of valuation allowance	$ 0	$ 0

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

12 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Income tax benefit at Bermuda statutory rate

$ 0

Foreign rate differential

^[1]

(179,000)

(150,778)

Permanent disallowed IPR&D

15,347

111,432

Tax-effect of changes in the fair value of investments and loss from equity method investment

15,169

(22,472)

Nontaxable gain on sale of investment

(84,313)

Nontaxable gain on deconsolidation of business

(958)

(16,438)

Nondeductible executive compensation

25,973

905

Tax deficiencies (excess tax benefits) from stock-based compensation

12,918

(439)

Other permanent adjustments

10,912

2,457

Research tax credits

(10,113)

(10,555)

Valuation allowance

205,811

85,046

Tax rate changes

(2,444)

2,443

Effective Income Tax Rate Reconciliation, Percent [Abstract]

(8,933)

Income tax provision

$ 369

$ 1,686

Income tax benefit at Bermuda statutory rate

0.00%

Foreign rate differential(1)

^[1]

19.38%

16.78%

Permanent disallowed IPR&D

(1.66%)

(12.40%)

Tax-effect of changes in the fair value of investments and loss from equity method investment

(1.64%)

2.50%

Nontaxable gain on sale of investment

9.13%

0.00%

Nontaxable gain on deconsolidation of business

0.10%

1.83%

Nondeductible executive compensation

(2.81%)

(0.10%)

Tax deficiencies (excess tax benefits) from share-based compensation

(1.40%)

0.05%

Other permanent adjustments

(1.18%)

(0.28%)

Research tax credits

1.09%

1.17%

Change in Valuation Allowance

(22.28%)

(9.46%)

Tax rate changes

0.26%

(0.27%)