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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Immunovant, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45258J102 (CUSIP Number) |
Derek Dostal Davis Polk & Wardwell LLP, 450 Lexington Ave. New York, NY, 10017 (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45258J102 |
| 1 |
Name of reporting person
Roivant Sciences Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
96,660,341.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
56.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Lines 7, 9 and 11 above include the 10,000 shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Immunovant, Inc. (the "Issuer") issuable upon conversion of the Series A Preferred Stock issued to Roivant (as defined below) as described in the Original Schedule 13D (as defined below) (the "Preferred Shares").
The percent ownership information included on line 13 above in this Amendment No. 8 to the Original Schedule 13D is based on (i) 147,271,269 shares of Common Stock issued and outstanding as of January 10, 2025 based on information provided by the Issuer, after giving effect to the 10,000 shares of Common Stock of the Issuer issuable upon conversion of the Preferred Shares, plus (ii) the 22,500,000 shares of Common Stock of the Issuer purchased in the Private Placement (as defined below) by Roivant and certain other investors.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Immunovant, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
320 West 37th Street, New York,
NEW YORK
, 10018. | |
Item 1 Comment:
EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 8 ("Amendment No. 8") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 20, 2019, as amended by Amendment No. 1 filed with the SEC on April 17, 2020, as further amended by Amendment No. 2 filed with the SEC on May 15, 2020, as further amended by Amendment No. 3 filed with the SEC on September 4, 2020, as further amended by Amendment No. 4 filed with the SEC on September 17, 2020, as further amended by Amendment No. 5 filed with the SEC on March 8, 2021, as further amended by Amendment No. 6 filed with the SEC on August 2, 2021, as further amended by Amendment No. 7 filed with the SEC on October 4, 2023 (as so amended, the "Original Schedule 13D") relating to the Common Stock, $0.0001 par value per share (the "Common Stock"), of Immunovant, Inc. (the "Issuer"), which are beneficially owned by Roivant Sciences Ltd. ("Roivant" or the "Reporting Person"). This Amendment No. 8 amends the Original Schedule 13D on behalf of the Reporting Person to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended solely to restate the list of Covered Persons in Item 2(a) of the Original Schedule 13D with those listed on Schedule A hereto, which schedule is incorporated into this Item 2 by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by adding the following to the end thereof:
On January 13, 2025, Roivant, the Issuer and certain other investors entered into a Share Purchase Agreement (the "Share Purchase Agreement") pursuant to which Roivant purchased, in a private placement (the "Private Placement") exempt from the registration requirements of the Securities Act of 1933, as amended, 16,845,010 shares of Common Stock. All parties to the Share Purchase Agreement, including Roivant, participated in the Private Placement on the same terms and conditions, including the same price per share of Common Stock of $20.00. The closing of the Private Placement is contingent on the satisfaction of certain customary conditions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following to the end thereof:
Roivant purchased an aggregate of 16,845,010 shares of Common Stock in the Private Placement to provide further capital to the Issuer for the advancement of the Issuer's development pipeline, working capital and other general corporate purposes, as well as to increase its ownership interest in the Issuer. As the Issuer's largest shareholder, Roivant may provide additional financing to the Issuer from time to time in the form of an investment in equity or debt securities of the Issuer or loans, including in connection with business development transactions or financing commitments in relation thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Reporting Person (Roivant)
Roivant directly beneficially owns 96,660,341 shares, or 56.9%, of the Common Stock (such ownership percentage is after giving effect to (i) the 142,271,269 shares of Common Stock issued and outstanding as of January 10, 2025 based on information provided by the Issuer, after giving effect to the 10,000 shares of Common Stock of the Issuer issuable upon conversion of the Preferred Shares and (ii) the 22,500,000 shares of Common Stock of the Issuer purchased in the Private Placement by Roivant and certain other investors), and has sole voting and dispositive power over such Common Stock (including the Preferred Stock). Roivant disclaims beneficial ownership in all Common Stock (including the Preferred Stock) reported herein, except to the extent of Roivant's respective pecuniary interest therein. | |
| (b) | See rows 7-10 of the cover page to this Amendment No. 8 for information regarding Roivant's power to vote or direct the vote and its power to dispose or direct the disposition of the Common Stock (including the Preferred Stock). Except as disclosed in this Schedule 13D, Roivant does not and, to Roivant's knowledge, the Covered Persons do not beneficially own any Common Stock or have the right to acquire any Common Stock. | |
| (c) | Except as disclosed in this Amendment No. 8, Roivant has not effected and, to Roivant's knowledge, none of the Covered Persons has effected any transactions in the Common Stock during the past 60 days. | |
| (d) | Except as disclosed in this Amendment No. 8, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from any sale of the shares to which this Amendment No. 8 relates. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended to include the following:
Exhibit 7.01 Share Purchase Agreement, dated as of January 13, 2025, by and between Immunovant, Inc. and the Purchasers, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Immunovant, Inc. with the Securities and Exchange Commission on January 13, 2025.*
* Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. The Issuer agrees to furnish supplementally a copy of such omitted confidential portions to the SEC upon request. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 7.01
Schedule A
Covered Persons
Roivant has a board of directors (such members of the board of directors collectively, the "Covered Persons"). The name, present principal occupation and country of citizenship of each of the Covered
Persons is set forth below, along with the principal business address of the employer of each of the Covered Persons.
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Name
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Principal Business
Address of Employer
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Present Principal Occupation
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Citizenship
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Matthew Gline
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c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway
London SW1H 0DB
United Kingdom
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Director, Roivant Sciences Ltd.; Chief Executive Officer, Roivant Sciences, Inc.
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United States
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Keith Manchester
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888 Seventh Avenue, 43rd Floor, New York, NY 10106
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Partner and the Head of Life Sciences, QVT Financial LP
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United States
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Melissa Epperly
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c/o Roivant Sciences, Ltd.,
7th Floor, 50 Broadway London SW1H 0DB United Kingdom |
Healthcare Executive |
United States
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Daniel Gold
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888 Seventh Avenue, 43rd Floor, New York, NY 10106
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Founder and Chief Executive Officer of QVT Financial LP
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United States
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Meghan FitzGerald
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c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway
London SW1H 0DB
United Kingdom
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Director, Tenet Healthcare; Founder, K2HealthVentures; Adjunct Professor of Health Policy at Columbia University
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United States
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James C. Momtazee
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2884 Sand Hill Rd #100, Menlo Park, CA 94025
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Managing Partner, Patient Square Capital
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United States
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Ilan Oren
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1 Dexcel Street, Or Akiva, 3060000, Israel
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Co-Chief Executive Officer, Dexcel Pharma Technologies Ltd.
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Israel
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Mayukh Sukhatme
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c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway
London SW1H 0DB
United Kingdom
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Director, Roivant Sciences Ltd.; President and Chief Investment Officer, Roivant Sciences, Inc.
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United States
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