|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
Exhibit No.
|
Description of Exhibit
|
|
Roivant Sciences Ltd. Press Release, dated June 28, 2023
|
||
104
|
Cover Page Interactive Data File (embedded with Inline XBRL document)
|
ROIVANT SCIENCES LTD.
|
||
By:
|
/s/ Matt Maisak
|
|
Name: Matt Maisak
|
||
Title: Authorized Signatory
|
||
Dated: June 28, 2023
|
• |
RVT-3101 demonstrated improved efficacy results from the induction to chronic period in the TUSCANY-2 Phase 2b study in ulcerative colitis and was well tolerated with
a favorable safety profile across all doses
|
• |
A Phase 2 study of RVT-3101 in Crohn’s disease has been initiated with topline data expected in the fourth quarter of calendar year 2024
|
• |
VTAMA® (tapinarof) net product revenue was $13.7M for the quarter and $28.0M for the fiscal year ended March 31, 2023, with over 170,000 prescriptions written by
approximately 11,000 unique prescribers since launch
|
• |
VTAMA® gross-to-net yield was 25% for the quarter ended March 31, 2023, and as of June 2023, coverage has been expanded to 125 million US commercial lives or 76% of
total US commercial lives
|
• |
VTAMA® met the primary and all secondary endpoints in two Phase 3 studies ADORING 1 and 2, marking Roivant’s ninth and tenth consecutive positive Phase 3 trials since
2019
|
• |
ADORING 1 and 2 evaluated 813 patients with moderate-to-severe atopic dermatitis – no new safety or tolerability signals were observed in this population, which
included children as young as 2 years old
|
• |
Phase 1 trial initiated for IMVT-1402, a subcutaneously administered, next-generation FcRn inhibitor with initial data expected in August / September 2023
|
• |
Roivant reported $1.7B in cash and cash equivalents
|
• |
Dermavant: For the quarter and
fiscal year ended March 31, 2023, Roivant reported VTAMA net product revenue of $13.7 million and $28.0 million, respectively, representing a 25% gross-to-net yield for the quarter. As of June 2023, over 170,000 VTAMA prescriptions have
been written by approximately 11,000 unique prescribers for psoriasis, based on IQVIA data. Coverage has been expanded to 125 million US commercial lives, representing 76% of the total. VTAMA met the primary and all secondary endpoints in
two Phase 3 studies, evaluating 813 moderate-to-severe atopic dermatitis patients. Importantly, no new safety or tolerability signals were observed in this population, which included children as young as 2 years old.
|
• |
Immunovant: In May 2023,
Immunovant announced its Investigational New Drug (IND) application and Clinical Trial Application (CTA) for IMVT-1402 were cleared by the FDA and MEDSAFE, respectively, and its Phase 1 clinical trial in healthy subjects was initiated in
New Zealand. Additionally, a Phase 2 proof-of-concept clinical trial of batoclimab in Graves’ disease (GD) was initiated.
|
• |
Telavant: In June 2023, Telavant
reported positive data from the chronic period of TUSCANY-2, a large, global Phase 2b study evaluating RVT-3101 for the treatment of ulcerative colitis. Outcomes were measured at week 56 for the chronic period (vs. week 14 from the
previously reported induction period). At the expected Phase 3 dose in the overall population and in the biomarker positive populations, RVT-3101 treatment produced clinically meaningful efficacy results with improved Clinical Remission,
Endoscopic Improvement, and Endoscopic Remission at week 56.
|
• |
Roivant: Roivant reported its
consolidated cash, cash equivalents and restricted cash of $1.7B at March 31, 2023, supporting cash runway into the second half of calendar year 2025.
|
• |
Dermavant plans to submit its
sNDA for VTAMA in atopic dermatitis to the FDA in the first quarter of calendar year 2024.
|
• |
Immunovant expects IMVT-1402
Phase 1 initial data from single-ascending dose cohorts in August/September 2023 and initial data from multiple-ascending dose cohorts in October/November
2023. Additionally, for batoclimab: top-line results from the ongoing myasthenia gravis (MG) trial are expected in the second half of calendar year 2024. Top-line results from the Phase 3 thyroid eye disease (TED) program, consisting of
two Phase 3 clinical trials, are expected in the first half of calendar year 2025. Initial data from period 1 of the Phase 2B trial in chronic inflammatory demyelinating polyneuropathy (CIDP) is expected to be available in the first half
of calendar year 2024. Initial results from the Phase 2 proof-of-concept trial in GD are expected in the fourth quarter of calendar year 2023.
|
• |
Telavant has initiated a Phase 2
dose-ranging study of RVT-3101 in Crohn’s disease with data expected in the fourth quarter of calendar year 2024.
|
• |
Priovant plans to announce
topline results from the potentially registrational trial evaluating brepocitinib for the treatment of patients with systemic lupus erythematosus (SLE) in the fourth quarter of calendar year 2023. Priovant also expects to announce topline
results from the Phase 3 trial in dermatomyositis (DM) in calendar year 2025.
|
• |
Hemavant plans to announce data
from the ongoing open-label Phase 1/2 trial evaluating RVT-2001 for the treatment of transfusion-dependent anemia in lower-risk myelodysplastic syndromes (MDS) patients in the second half of calendar year 2023.
|
• |
Kinevant plans to report topline
data from the ongoing Phase 2 trial of namilumab for the treatment of sarcoidosis in the second half of calendar year 2024.
|
March 31, 2023
|
March 31, 2022
|
|||||||
Cash, cash equivalents and restricted cash
|
$
|
1,692,115
|
$
|
2,074,034
|
||||
Total assets
|
2,389,604
|
2,585,129
|
||||||
Total liabilities
|
782,017
|
523,695
|
||||||
Total shareholders’ equity
|
1,607,587
|
2,038,943
|
||||||
Total liabilities, redeemable noncontrolling interest and shareholders’ equity
|
2,389,604
|
2,585,129
|
Three Months Ended March 31,
|
Years Ended March 31,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
Revenues:
|
||||||||||||||||
Product revenue, net
|
$
|
13,657
|
$
|
—
|
$
|
28,011
|
$
|
—
|
||||||||
License, milestone and other revenue
|
13,719
|
9,223
|
33,269
|
55,286
|
||||||||||||
Revenue, net
|
27,376
|
9,223
|
61,280
|
55,286
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Cost of revenues
|
4,175
|
459
|
13,128
|
8,966
|
||||||||||||
Research and development (includes $4,366 and $16,294 of share-based compensation expense for the three
months ended March 31, 2023 and 2022, respectively, and $30,914 and $63,735 of share-based compensation expense for the years ended March 31, 2023 and 2022, respectively)
|
131,857
|
135,077
|
525,215
|
483,035
|
||||||||||||
Acquired in-process research and development
|
—
|
1,517
|
97,749
|
139,894
|
||||||||||||
Selling, general and administrative (includes $20,832 and $60,865 of share-based compensation expense for
the three months ended March 31, 2023 and 2022, respectively, and $186,603 and $501,221 of share-based compensation expense for the years ended March 31, 2023 and 2022, respectively)
|
125,510
|
138,973
|
600,506
|
775,033
|
||||||||||||
Total operating expenses
|
261,542
|
276,026
|
1,236,598
|
1,406,928
|
||||||||||||
Loss from operations
|
(234,166
|
)
|
(266,803
|
)
|
(1,175,318
|
)
|
(1,351,642
|
)
|
||||||||
Change in fair value of investments
|
(32,462
|
)
|
72,909
|
20,815
|
87,291
|
|||||||||||
Gain on sale of investment
|
—
|
—
|
—
|
(443,754
|
)
|
|||||||||||
Change in fair value of debt and liability instruments
|
(12,031
|
)
|
(44,101
|
)
|
78,001
|
(3,354
|
)
|
|||||||||
Gain on termination of Sumitomo Options
|
—
|
—
|
—
|
(66,472
|
)
|
|||||||||||
Gain on deconsolidation of subsidiaries
|
—
|
(5,041
|
)
|
(29,276
|
)
|
(5,041
|
)
|
|||||||||
Interest income
|
(14,284
|
)
|
(170
|
)
|
(32,184
|
)
|
(369
|
)
|
||||||||
Interest expense
|
8,575
|
1,475
|
27,968
|
7,041
|
||||||||||||
Other income, net
|
(4,748
|
)
|
(399
|
)
|
(15,808
|
)
|
(3,237
|
)
|
||||||||
Loss from continuing operations before income taxes
|
(179,216
|
)
|
(291,476
|
)
|
(1,224,834
|
)
|
(923,747
|
)
|
||||||||
Income tax expense
|
(3,793
|
)
|
(163
|
)
|
5,190
|
369
|
||||||||||
Loss from continuing operations, net of tax
|
(175,423
|
)
|
(291,313
|
)
|
(1,230,024
|
)
|
(924,116
|
)
|
||||||||
Income from discontinued operations, net of tax
|
114,561
|
—
|
114,561
|
—
|
||||||||||||
Net loss
|
(60,862
|
)
|
(291,313
|
)
|
(1,115,463
|
)
|
(924,116
|
)
|
||||||||
Net loss attributable to noncontrolling interests
|
(27,245
|
)
|
(21,251
|
)
|
(106,433
|
)
|
(78,854
|
)
|
||||||||
Net loss attributable to Roivant Sciences Ltd.
|
$
|
(33,617
|
)
|
$
|
(270,062
|
)
|
$
|
(1,009,030
|
)
|
$
|
(845,262
|
)
|
||||
Amounts attributable to Roivant Sciences Ltd.:
|
||||||||||||||||
Loss from continuing operations, net of tax
|
$
|
(148,178
|
)
|
$
|
(270,062
|
)
|
$
|
(1,123,591
|
)
|
$
|
(845,262
|
)
|
||||
Income from discontinued operations, net of tax
|
114,561
|
—
|
114,561
|
—
|
||||||||||||
Net loss attributable to Roivant Sciences Ltd.
|
$
|
(33,617
|
)
|
$
|
(270,062
|
)
|
$
|
(1,009,030
|
)
|
$
|
(845,262
|
)
|
||||
Basic and diluted net (loss) income per common share:
|
||||||||||||||||
Basic and diluted loss from continuing operations
|
$
|
(0.20
|
)
|
$
|
(0.39
|
)
|
$
|
(1.58
|
)
|
$
|
(1.26
|
)
|
||||
Basic and diluted income from discontinued operations
|
$
|
0.15
|
$
|
—
|
$
|
0.16
|
$
|
—
|
||||||||
Basic and diluted net loss per common share
|
$
|
(0.05
|
)
|
$
|
(0.39
|
)
|
$
|
(1.42
|
)
|
$
|
(1.26
|
)
|
||||
Basic and diluted weighted average shares outstanding:
|
||||||||||||||||
Basic
|
742,541,052
|
692,623,282
|
712,791,115
|
669,753,458
|
||||||||||||
Diluted
|
742,541,052
|
692,623,282
|
712,791,115
|
669,753,458
|
Three Months Ended March 31,
|
Years Ended March 31,
|
|||||||||||||||||||
Note
|
2023
|
2022
|
2023
|
2022
|
||||||||||||||||
Loss from continuing operations, net of tax
|
$
|
(175,423
|
)
|
$
|
(291,313
|
)
|
$
|
(1,230,024
|
)
|
$
|
(924,116
|
)
|
||||||||
Adjustments:
|
||||||||||||||||||||
Cost of revenues
|
||||||||||||||||||||
Amortization of intangibles
|
(1)
|
2,298
|
—
|
7,468
|
—
|
|||||||||||||||
Share-based compensation
|
(2)
|
37
|
—
|
95
|
—
|
|||||||||||||||
Research and development:
|
||||||||||||||||||||
Share-based compensation
|
(2)
|
4,366
|
16,294
|
30,914
|
63,735
|
|||||||||||||||
Depreciation and amortization
|
(3)
|
1,539
|
943
|
5,097
|
3,244
|
|||||||||||||||
Selling, general and administrative:
|
||||||||||||||||||||
Share-based compensation
|
(2)
|
20,832
|
60,865
|
186,603
|
501,221
|
|||||||||||||||
Depreciation and amortization
|
(3)
|
2,116
|
763
|
6,292
|
2,688
|
|||||||||||||||
Other:
|
||||||||||||||||||||
Change in fair value of investments
|
(4)
|
(32,462
|
)
|
72,909
|
20,815
|
87,291
|
||||||||||||||
Gain on sale of investment
|
(5)
|
—
|
—
|
—
|
(443,754
|
)
|
||||||||||||||
Change in fair value of debt and liability instruments
|
(6)
|
(12,031
|
)
|
(44,101
|
)
|
78,001
|
(3,354
|
)
|
||||||||||||
Gain on termination of Sumitomo Options
|
(7)
|
—
|
—
|
—
|
(66,472
|
)
|
||||||||||||||
Gain on deconsolidation of subsidiaries
|
(8)
|
—
|
(5,041
|
)
|
(29,276
|
)
|
(5,041
|
)
|
||||||||||||
Estimated income tax impact from adjustments
|
(9)
|
(704
|
)
|
942
|
(294
|
)
|
313
|
|||||||||||||
Adjusted loss from continuing operations, net of tax (Non-GAAP)
|
$
|
(189,432
|
)
|
$
|
(187,739
|
)
|
$
|
(924,309
|
)
|
$
|
(784,245
|
)
|
Three Months Ended March 31,
|
Years Ended March 31,
|
|||||||||||||||||||
Note
|
2023
|
2022
|
2023
|
2022
|
||||||||||||||||
Research and development expenses
|
$
|
131,857
|
$
|
135,077
|
$
|
525,215
|
$
|
483,035
|
||||||||||||
Adjustments:
|
||||||||||||||||||||
Share-based compensation
|
(2)
|
4,366
|
16,294
|
30,914
|
63,735
|
|||||||||||||||
Depreciation and amortization
|
(3)
|
1,539
|
943
|
5,097
|
3,244
|
|||||||||||||||
Adjusted research and development expenses (Non-GAAP)
|
$
|
125,952
|
$
|
117,840
|
$
|
489,204
|
$
|
416,056
|
Three Months Ended March 31,
|
Years Ended March 31,
|
|||||||||||||||||||
Note
|
2023
|
2022
|
2023
|
2022
|
||||||||||||||||
Selling, general and administrative expenses
|
$
|
125,510
|
$
|
138,973
|
$
|
600,506
|
$
|
775,033
|
||||||||||||
Adjustments:
|
||||||||||||||||||||
Share-based compensation
|
(2)
|
20,832
|
60,865
|
186,603
|
501,221
|
|||||||||||||||
Depreciation and amortization
|
(3)
|
2,116
|
763
|
6,292
|
2,688
|
|||||||||||||||
Adjusted selling, general and administrative expenses (Non-GAAP)
|
$
|
102,562
|
$
|
77,345
|
$
|
407,611
|
$
|
271,124
|