0001193125-21-278450 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2021	Sep. 20, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	Roivant Sciences Ltd.
Entity Central Index Key	0001635088
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Emerging Growth Company	true
Entity Ex Transition Period	true
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--03-31
Entity File Number	001-40782
Entity Incorporation, State or Country Code	D0
Entity Tax Identification Number	98-1173944
Entity Address, Address Line One	Suite 1, 3rd Floor
Entity Address, Address Line Two	11-12 St. James’s Square
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SW1Y 4LB
Country Region	+44
City Area Code	207
Local Phone Number	400 3347
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Address, Country	GB
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		222,669,799

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Current assets:
Cash and cash equivalents	$ 1,996,733	$ 2,055,044
Restricted cash	2,711	77,701
Other current assets	58,165	54,250
Total current assets	2,057,609	2,186,995
Property and equipment, net	15,550	14,749
Operating lease right-of-use assets	65,163	62,279
Restricted cash, net of current portion	8,933	8,931
Investments measured at fair value	180,359	188,978
Long-term investment	100,563	100,563
Other assets	26,520	27,197
Total assets	2,454,697	2,589,692
Current liabilities:
Accounts payable	15,014	20,550
Accrued expenses	73,788	76,936
Operating lease liabilities	12,055	12,313
Deferred consideration liability	100,000	100,000
Other current liabilities	8,301	9,162
Total current liabilities	209,158	218,961
Liability instruments measured at fair value	5,906	67,893
Operating lease liabilities, noncurrent	65,263	62,384
Long-term debt (includes $155,200 and $150,100 accounted for under the fair value option at June 30, 2021 and March 31, 2021, respectively)	186,350	170,280
Other liabilities	8,188	8,169
Total liabilities	474,865	527,687
Commitments and Contingencies
Redeemable noncontrolling interest	22,491	22,491
Shareholders' equity:
Common shares	0	0
Additional paid-in capital	3,824,974	3,814,805
Subscription receivable	(100,000)	(100,000)
Accumulated deficit	(2,000,645)	(1,918,462)
Accumulated other comprehensive (loss) income	(1,207)	1,445
Shareholders' equity attributable to Roivant Sciences Ltd.	1,723,122	1,797,788
Noncontrolling interests	234,219	241,726
Total shareholders' equity	1,957,341	2,039,514
Total liabilities, redeemable noncontrolling interest and shareholders' equity	$ 2,454,697	$ 2,589,692

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

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Revenue, net	$ 7,735	$ 1,576
Operating expenses:
Cost of revenues	742	180
Research and development	78,626	58,734
General and administrative	82,754	57,115
Total operating expenses	162,122	116,029
Loss from operations	(154,387)	(114,453)
Other income (expense):
Change in fair value of investments	8,619	(41,148)
Change in fair value of debt and liability instruments	4,585	17,125
Gain on termination of Sumitomo Options	(66,472)	0
Gain on deconsolidation of subsidiary	0	(86,516)
Other (income) expense, net	(134)	2,842
Loss before income taxes	(100,985)	(6,756)
Income tax expense	93	1,221
Net loss	(101,078)	(7,977)
Net loss attributable to noncontrolling interests	(18,895)	(4,734)
Net loss attributable to Roivant Sciences Ltd.	$ (82,183)	$ (3,243)
Basic and diluted net (loss) income per common share:
Net loss per common share—basic and diluted	$ (0.37)	$ (0.02)
Basic and diluted weighted average shares outstanding:
Weighted average shares outstanding—basic and diluted	222,081,975	214,879,058

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Statement of Stockholders' Equity [Abstract]
Net loss	$ (101,078)	$ (7,977)
Other comprehensive loss:
Foreign currency translation adjustment	(2,439)	(820)
Total other comprehensive loss	(2,439)	(820)
Comprehensive loss	(103,517)	(8,797)
Comprehensive loss attributable to noncontrolling interests	(18,682)	(4,700)
Comprehensive loss attributable to Roivant Sciences Ltd.	$ (84,835)	$ (4,097)

- Definition

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

+ References + Details

- Definition

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

+ References + Details

- Definition

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

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Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands	Total	Redeemable Noncontrolling Interest [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscriptions Receivables [Member]	AOCI Attributable to Parent [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]
Balance at Mar. 31, 2020	$ 2,086,204	$ 22,491	$ 0	$ 3,143,739	$ 0	$ (2,349)	$ (1,109,228)	$ 54,042
Balance, shares at Mar. 31, 2020			214,879,058
Issuance of subsidiary common shares, net of issuance costs paid	181,180			104,581				76,599
Issuance of subsidiary common shares to the Company	0			(6,342)				6,342
Exercise of subsidiary stock options	63			36				27
Deconsolidation of subsidiary	(3,054)							(3,054)
Repurchase of equity awards	(113)			(113)
Cash contributions to majority-owned subsidiaries	0			(149)				149
Share-based compensation	14,278			9,285				4,993
Foreign currency translation adjustment	(820)					(854)		34
Net loss	(7,977)						(3,243)	(4,734)
Balance at Jun. 30, 2020	2,269,761	22,491	$ 0	3,251,037	0	(3,203)	(1,112,471)	134,398
Balance, shares at Jun. 30, 2020			214,879,058
Balance at Mar. 31, 2021	2,039,514	22,491	$ 0	3,814,805	(100,000)	1,445	(1,918,462)	241,726
Balance, shares at Mar. 31, 2021			222,669,799
Issuance of subsidiary warrants	2,075			2,051				24
Cash contributions to majority-owned subsidiaries	0			(2,973)				2,973
Share-based compensation	19,269			11,091				8,178
Foreign currency translation adjustment	(2,439)					(2,652)		213
Net loss	(101,078)						(82,183)	(18,895)
Balance at Jun. 30, 2021	$ 1,957,341	$ 22,491	$ 0	$ 3,824,974	$ (100,000)	$ (1,207)	$ (2,000,645)	$ 234,219
Balance, shares at Jun. 30, 2021			222,669,799

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (101,078)	$ (7,977)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	19,269	14,278
Change in fair value of investments	8,619	(41,148)
Change in fair value of debt and liability instruments	4,585	17,125
Gain on deconsolidation of subsidiary	0	(86,516)
Gain on termination of Sumitomo Options	(61,472)	0
Loss from equity method investment	0	3,750
Other	838	3,307
Changes in assets and liabilities, net of effects from acquisition and divestiture:
Accounts payable	(6,343)	7,501
Accrued expenses	(7,340)	(15,982)
Operating lease liabilities	(1,957)	(1,769)
Other	3,709	(3,736)
Net cash used in operating activities	(141,170)	(111,167)
Cash flows from investing activities:
Cash disposed upon deconsolidation of subsidiary	0	(19,085)
Investments in unconsolidated entities	0	(6,250)
Purchase of property and equipment	(2,339)	(306)
Net cash used in investing activities	(2,339)	(25,641)
Cash flows from financing activities:
Repurchase of equity awards	0	(113)
Proceeds from issuance of subsidiary common shares, net of issuance costs paid	0	181,180
Proceeds from subsidiary debt financings, net of financing costs paid	36,400	0
Repayment of long-term debt by subsidiary	(21,590)	0
Payment of deferred offering and loan origination costs	(4,600)	0
Proceeds from exercise of subsidiary stock options	0	63
Net cash provided by financing activities	10,210	181,130
Net change in cash, cash equivalents and restricted cash	(133,299)	44,322
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	2,008,377	2,313,574
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities	4,579	555
Issuance of subsidiary warrant in connection with debt financing	2,075	0
Deferred offering and financing costs included in accounts payable and accrued expenses	$ 4,999	$ 0

Description of Business and Liquidity	3 Months Ended
Description of Business and Liquidity	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Liquidity	Note 1—Description of Business and Liquidity (A) Description of Business Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”), aims to improve health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of June 30, 2021, the Company had cash and cash equivalents of approximately $2.0 billion and its accumulated deficit was approximately $2.0 billion. For the three months ended June 30, 2021 and 2020, the Company incurred net losses of $101.1 million and $8.0 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements.

Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2021

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

(A) Basis of Presentation and Principles of Consolidation

The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2021 issued on June 30, 2021. The unaudited condensed consolidated balance sheet at March 31, 2021 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022, for any other interim period, or for any other future year.

Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets.

The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL.

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

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

(B) Use of Estimates

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

COVID-19

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

The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights.

(D) Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments.

(E) Cash, Cash Equivalents, and Restricted Cash

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

Restricted cash classified as a current asset consists of legally restricted

non-interest

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

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


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

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

(F) Contingencies

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

(G) Investments

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

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

The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 3, “Investments.”

(H) Research and Development Expenses

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

review

of the

level

effort

and costs

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

with

regulatory

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

Company

The Company evaluates

in-licensed

agreements for

in-process

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

in-licensed

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

(I) Fair Value Measurements

The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following:

•

Level

1-Valuations

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

•

Level

2-Valuations

are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

•

Level

3-Valuations

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

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.

The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The liability instruments issued are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. Money market funds are included in

Level-1

of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. Long-term debt issued by Dermavant for which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market.

(J) Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

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

No. 2020-06”).

ASU

No. 2020-06

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

No. 2020-06

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

No. 2020-06

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

No. 2020-06

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

Investments	3 Months Ended
Investments	Jun. 30, 2021
Investments, All Other Investments [Abstract]
Investments	Note 3—Investments (A) Investments Measured at Fair Value Investment in Arbutus RSL owns 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares that are mandatorily convertible into shares of Arbutus common stock on October 18, 2021 subject to conversion earlier upon a sale, merger or other transaction considered a fundamental change of control of Arbutus. The Arbutus Preferred Shares are non-voting and are convertible into common shares of Arbutus based on the subscription price plus 8.75% per annum, compounded annually, divided by a conversion price of $7.13 per share (which represented a 15% premium to the closing price of $6.20 per share on September 29, 2017). The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At June 30, 2021, RSL held 32% of issued and outstanding shares of Arbutus, including the conversion of the Arbutus Preferred Shares held by RSL into common shares. At June 30, 2021 and March 31, 2021, the aggregate fair value of the RSL investment in Arbutus was $117.7 million and $129.4 million, respectively, with the Company recognizing an unrealized loss on its investments in Arbutus of $11.7 million and an unrealized gain of $31.5 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021 and 2020, respectively. The fair value of the common stock and preferred shares held by the Company was determined using the closing price of Arbutus’s common stock on June 30, 2021 and March 31, 2021 of $3.03 and $3.33, respectively. Investment in Sio Following the completion of Sio’s underwritten public offering in February 2020, RSL’s ownership interest fell below 50.0 %. As such, the Company no longer has a controlling financial interest in Sio. Accordingly, the Company deconsolidated Sio in February 2020. Due to the Company’s significant influence over operating and financial policies, Sio remains a related party of the Company following deconsolidation. As the Company still has the ability to exercise significant influence over the operating and financial policies of Sio, the Company has determined that its retained interest represents an equity method investment after the date of deconsolidation. Upon deconsolidation, the retained interest was recorded at fair market value based on the closing price of Sio’s common stock. The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. At June 30, 2021, RSL held 27% of Sio’s issued and outstanding common shares. At June 30, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $50.7 million and $48.5 million, respectively, with the Company recognizing unrealized gains on its investment in Sio of $2.2 million and $7.1 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021 and 2020, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on June 30, 2021 and March 31, 2021 of $2.73 and $2.61, respectively. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $11.9 million and $11.1 million as of June 30, 2021 and March 31, 2021, respectively. (B) Investment Accounted for Using Measurement Alternative Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. The Company accounts for its investment in Datavant using the measurement alternative to fair value. The investment will be remeasured upon future observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2020. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise. At June 30, 2021 and March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million. In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies, subject to regulatory approvals. See Note 14, “Subsequent Events” for additional information.

Sumitomo Transaction Agreement	3 Months Ended
Sumitomo Transaction Agreement	Jun. 30, 2021
Transaction Agreement [Abstract]
Sumitomo Transaction Agreement	Note 4—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) completed the transactions contemplated by the transaction agreement by and between RSL and Sumitomo, dated as of October 31, 2019 (the “Sumitomo Transaction Agreement”). Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant Sciences Ltd., Urovant Sciences Ltd., Enzyvant Therapeutics Ltd., Altavant Sciences Ltd. and Spirovant Sciences Ltd. (collectively, the “Sumitovant Vants”) to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant Sciences Ltd. (“Genevant”), Lysovant Sciences Ltd., Metavant Sciences Ltd., Roivant Asia Cell Therapy Holdings Ltd., and Sinovant Sciences HK Limited (collectively, the “Option Vants”)), (ii) provided Sumitomo and Sumitovant with certain rights over and access to RSL’s proprietary technology platforms, DrugOme and Digital Innovation, and (iii) transferred 26,952,143 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash. Additionally, $75.0 million was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. The full escrow amount of $75.0 million was disbursed to the Company in June 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved an exchange and offer to repurchase RSL equity securities for up to $ 1.0 billion of the proceeds received from Sumitomo. Concurrently with the Sumitomo Transaction Agreement, (i) RSL, Sumitomo and Sumitovant entered into a transition services agreement, whereby each of the parties thereto agreed to provide certain services to one another at cost for a period of time following the Sumitomo Closing Date and (ii) RSL and Sumitomo entered into a strategic cooperation agreement relating to certain ongoing technology-related collaborations between the parties. Pursuant to the terms of the transition services agreement and strategic cooperation agreement, RSL billed Sumitovant $0.3 million and $0.4 million, net of amounts billed by Sumitovant to RSL, during the three months ended June 30, 2021 and 2020, respectively, for costs incurred on behalf of Sumitovant, which were recorded as offsets to the general and administrative expenses initially charged. The period for certain services provided under the Transition Services Agreement expired in December 2020. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments to these employees that vest based on the achievement of time-based, performance or liquidity event requirements. As of June 30, 2021 and 2020, there were 1,863,451 and 1,873,480 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants (the “Sumitomo Options”); (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 in Greater China and South Korea; (iii) Sumitomo agreed to pay the Company $5.0 million in cash; and (iv) Sumitomo entered into an agreement with the Company to pursue future collaborations with Genevant. The Company received the cash payment, net of certain withholding taxes, in August 2021. The Company recorded a gain on the termination of the Sumitomo Options of $66.5 million, consisting of the fair value of the Sumitomo Options on the date of termination and the expected cash payment, in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021.

Balance Sheet Components

3 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 5—Balance Sheet Components

(A) Other Current Assets

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


	June 30, 2021		March 31, 2021
Prepaid expenses	$	44,941	$	39,544
Trade receivables, net		3,416		11,222
Income tax receivable		1,993		1,803

Other		7,815		1,681

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

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


	June 30, 2021		March 31, 2021
Research and development expenses	$	28,347	$	20,755
Compensation-related expenses		15,242		38,552
Professional services expenses		16,489		10,267
Other general and administrative expenses		13,710		7,362

Total accrued expenses	$	73,788	$	76,936

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


	June 30, 2021		March 31, 2021
Deferred revenue	$	3,777	$	5,918
Income tax payable		199		207
Other		4,325		3,037

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

Long Term Debt and Loan Commitment

3 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Long-Term Debt and Loan Commitment

Note 6—Long-Term Debt and Loan Commitment

(A) Long-Term Debt

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


	June 30, 2021			March 31, 2021
Principal amount	$	195,200		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(13,850	)		(1,210	)

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

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

Dermavant

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

20.0

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

9.95

% or (ii) the prime rate plus

4.45

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

1.4

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

40.0

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

five-year

maturity and bears an interest rate of

10.0

% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date.

Dermavant is also obligated to pay an exit fee of

5.0

million. The exit fee can be reduced to $

4.0

million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of June 30, 2021. In connection with the funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase

1,199,072

common shares of Dermavant at an exercise price of $

0.01

per common share.

In connection with Dermavant’s acquisition of tapinarof from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and NovaQuest

Co-Investment

Fund VIII, L.P. (“NovaQuest”) entered into a funding agreement (the “NovaQuest Agreement”). Pursuant to the NovaQuest Agreement, Dermavant borrowed $100.0 million in August 2018 and $17.5 million in October 2018 in exchange for an obligation to make certain variable future payments calculated as a function of the achievement of regulatory and commercial milestones or events of termination. The aggregate maximum amount of regulatory milestone payments that Dermavant could be required to make under the NovaQuest Agreement is $440.6 million, and the maximum aggregate amount of commercial milestone payments is $141.0 million. In some circumstances, Dermavant may be able to offset certain of the regulatory milestone payments with up to $88.1 million of the commercial milestone payments. At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of June 30, 2021 and March 31, 2021, the fair value of the debt was $155.2 million and $150.1 million, respectively. Refer to Note 11, “Fair Value Measurements” for additional details regarding the fair value measurement.

(B) Loan Commitment

In May 2021, Dermavant, as seller, entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with XYQ Luxco, NovaQuest

Co-Investment

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

one-time

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

Shareholders' Equity and Redeemable Noncontrolling Interest

3 Months Ended

Jun. 30, 2021

Shareholders' Equity and Redeemable Noncontrolling Interest

Note 7—Shareholders’ Equity and Redeemable Noncontrolling Interest

Business Combination Agreement

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

For financial accounting and reporting purposes, MAAC will be treated as the acquired company. Accordingly, because MAAC does not represent a business for accounting purposes and its primary asset represents cash and cash equivalents, the Business Combination will be treated as an equity contribution in exchange for the issuance of RSL shares. The net assets of MAAC will be stated at historical cost, with no goodwill or other intangible assets recorded. RSL will be deemed both the accounting predecessor and the successor SEC registrant, which means that the Company’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.

- Definition

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

+ References

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+ Details

Share-Based Compensation

3 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Note 8—Share-Based Compensation

(A) RSL 2015 Equity Incentive Plan

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

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

Stock Options

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

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


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

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

Restricted Stock Units

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

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


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

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

Performance Options

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

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


	Number of Performance Options		Weighted Average Exercise Price
Performance Options outstanding at March 31, 2021		14,425,663	$	38.93
Granted		—	$	—
Forfeited		—	$	—

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

CVARs

CVARs will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. At settlement, each CVAR pays the excess in shares of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $

37.10

, over (b) the hurdle price of either $

18.70

or $

33.63

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

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


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

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

(B) RSL 2015 Restricted Stock Unit Plan

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

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


	Number of Performance RSUs
Non-vested balance at March 31, 2021		200,000
Granted		—
Forfeited		—

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

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

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


	Number of Restricted Common Stock
Non-vested balance at March 31, 2021		587,824
Granted		—
Forfeited		—

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

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

(D) Subsidiary Equity Incentive Plans

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

non-qualified

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

(E) Share-Based Compensation Expense

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


	Three Months Ended June 30,
	2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	1,615	$	1,119
G&A expenses		17,654		13,159

Total	$	19,269	$	14,278

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

Income Taxes

3 Months Ended

Jun. 30, 2021

Income Taxes

Note 9—Income Taxes

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

(0.1)

% and (18.1)

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

non-taxable

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

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

- Definition

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

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Commitments & Contingencies

3 Months Ended

Jun. 30, 2021

Commitments & Contingencies

Note 10—Commitments and Contingencies

(A) Significant Agreements

The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition and license agreements. Additionally, the Company, through its subsidiaries, enters into agreements with contract service providers to assist in the performance of its R&D activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources.

(B) Loss Contingencies

The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible. The Company is currently not involved in any legal proceedings with a probable and estimable material loss.

As of June 30, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements.

(D)

COVID-19

Pandemic

The Company has been actively monitoring the impact of the

COVID-19

pandemic on its employees and business. Based on guidance issued by federal, state and local authorities, the Company transitioned to a remote work model for its employees in March 2020 and its workforce continues to primarily work remotely.

The

COVID-19

pandemic has had a variable impact on clinical trials by disrupting certain study sites. In the conduct of business activities, the Company continues to take actions designed to protect the safety and well-being of its patients and employees. Although some of the Company’s clinical development timelines have been impacted by delays related to the

COVID-19

pandemic, the Company has not experienced material financial impacts on its business and operations as a result of the

COVID-19

pandemic. However, the impact on the Company’s future results will largely depend on future developments related to

COVID-19,

which are highly uncertain and cannot be predicted with confidence, such as the emergence of new variants, the ultimate duration and spread of the outbreak, the continuing impact of the

COVID-19

pandemic on financial markets and the global economy, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain, treat, and prevent the disease, including the availability and effectiveness of vaccines.

Fair Value Measurements

3 Months Ended

Jun. 30, 2021

Fair Value Measurements

Note 11—Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands):


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

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

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

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

There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the three months ended June 30, 2021.

Level 3 Disclosures

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

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

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


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

Balance at June 30, 2020	$	205,273


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

Balance at June 30, 2021	$	161,106

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of June 30, 2021 and March 31, 2021 represents the fair value of amounts payable to NovaQuest using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 11% to 12%. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest.

Sumitomo Options

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

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

- Definition

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

+ References + Details

Other (Income) Expense, Net

3 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Other (Income) Expense, Net

Note 12—Other (Income) Expense, Net

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


	Three Months Ended June 30,
	2021			2020
Loss from equity method investment	$	—		$	3,750
Interest income		(71	)		(621	)
Interest expense		2,513			791
Other income		(2,576	)		(1,078	)

Total	$	(134	)	$	2,842

Net Loss per Common Share	3 Months Ended
Net Loss per Common Share	Jun. 30, 2021
Earnings Per Share [Abstract]
Net Loss per Common Share	Note 13—Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. All outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss. Refer to Note 8, “Share-Based Compensation” and Note 4, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents.

Subsequent Events

3 Months Ended

Jun. 30, 2021

Subsequent Events

Note 14—Subsequent Events

Proteovant

In July 2021, Proteovant Sciences, Inc. (“Proteovant”) received the second $100.0 million payment due under a subscription agreement entered into with SK, Inc. (“SK”) in December 2020 pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. The second $100.0 million payment was classified as a subscription receivable in the accompanying condensed consolidated balance sheets and condensed consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of June 30, 2021.

Datavant

In July 2021, Datavant closed its merger with CIOX Health, LLC. At closing, RSL received approximately $320 million in cash and a minority equity stake in the combined company.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2021

Basis of Presentation and Principles of Consolidation

(A) Basis of Presentation and Principles of Consolidation

The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.

Use of Estimates

(B) Use of Estimates

Additionally, the Company assessed the impact that the

COVID-19

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

Risks and Uncertainties

Concentrations of Credit Risk

(D) Concentrations of Credit Risk

Cash, Cash Equivalents, and Restricted Cash

(E) Cash, Cash Equivalents, and Restricted Cash

Restricted cash classified as a current asset consists of legally restricted

non-interest


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

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

Contingencies

(F) Contingencies

Investments

(G) Investments

Research and Development Expenses

(H) Research and Development Expenses

review

of the

level

effort

and costs

with

regulatory

Company

The Company evaluates

in-licensed

agreements for

in-process

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

in-licensed

Fair Value Measurements

(I) Fair Value Measurements

•

Level

1-Valuations

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

•

Level

2-Valuations

•

Level

3-Valuations

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

Level-1

Recently Adopted Accounting Pronouncements

(J) Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

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

No. 2020-06”).

ASU

No. 2020-06

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

No. 2020-06

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

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

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


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

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

Balance Sheet Components (Tables)

3 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

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


	June 30, 2021		March 31, 2021
Prepaid expenses	$	44,941	$	39,544
Trade receivables, net		3,416		11,222
Income tax receivable		1,993		1,803

Other		7,815		1,681

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

Schedule of Accrued Expenses

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


	June 30, 2021		March 31, 2021
Research and development expenses	$	28,347	$	20,755
Compensation-related expenses		15,242		38,552
Professional services expenses		16,489		10,267
Other general and administrative expenses		13,710		7,362

Total accrued expenses	$	73,788	$	76,936

Schedule of Other Current Liabilities

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


	June 30, 2021		March 31, 2021
Deferred revenue	$	3,777	$	5,918
Income tax payable		199		207
Other		4,325		3,037

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

Long Term Debt and Loan Commitment (Tables)

3 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long Term Debt

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


	June 30, 2021			March 31, 2021
Principal amount	$	195,200		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(13,850	)		(1,210	)

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

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

Share-Based Compensation (Tables)

3 Months Ended

Jun. 30, 2021

Summary of Stock Option Activity

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


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

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

Summary of Restricted Stock Units

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


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

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

Summary of Share-Based Compensation Expense

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


	Three Months Ended June 30,
	2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	1,615	$	1,119
G&A expenses		17,654		13,159

Total	$	19,269	$	14,278

Performance Options [Member]

Summary of Stock Option Activity

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


	Number of Performance Options		Weighted Average Exercise Price
Performance Options outstanding at March 31, 2021		14,425,663	$	38.93
Granted		—	$	—
Forfeited		—	$	—

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

CVARs [Member]

Summary of Restricted Stock Units

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


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

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

Performance RSU [Member]

Summary of Restricted Stock Units

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


	Number of Performance RSUs
Non-vested balance at March 31, 2021		200,000
Granted		—
Forfeited		—

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

RSL Common Share Award

Summary of Stock Option Activity

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


	Number of Restricted Common Stock
Non-vested balance at March 31, 2021		587,824
Granted		—
Forfeited		—

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

Fair Value Measurements (Tables)

3 Months Ended

Jun. 30, 2021

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


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

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

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

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

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

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


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

Balance at June 30, 2020	$	205,273


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

Balance at June 30, 2021	$	161,106

Other (Income) Expense, Net (Tables)

3 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

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

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


	Three Months Ended June 30,
	2021			2020
Loss from equity method investment	$	—		$	3,750
Interest income		(71	)		(621	)
Interest expense		2,513			791
Other income		(2,576	)		(1,078	)

Total	$	(134	)	$	2,842

Description of Business and Liquidity - Additional Information (Detail) $ in Thousands	3 Months Ended
	Jun. 30, 2021 USD ($) Segment	Mar. 31, 2021 USD ($) Segment	Jun. 30, 2020 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating and reporting segments \| Segment	1	1
Cash and cash equivalents	$ 1,996,733	$ 2,055,044
Accumulated deficit	(2,000,645)	$ (1,918,462)
Net loss	$ (101,078)		$ (7,977)

- Definition

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

+ References

+ Details

- Definition

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

+ References + Details

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

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

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

Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	May 31, 2021	Dec. 31, 2019
Transaction Agreement [Line Items]
Escrow amount	$ 75,000
Restricted cash	$ 86,632	$ 11,644
Gain on termination of Sumitomo Options		66,472	$ 0
Transition Services And Strategic Cooperation Agreement [Member]
Transaction Agreement [Line Items]
Transition and cooperation agreement billed amount,Net of amounts billed by sumitovant		300	$ 400
Asset Purchase Agreement [Member]
Transaction Agreement [Line Items]
Consideration received in cash				$ 5,000
Gain on termination of Sumitomo Options		66,500
Sumitomo [Member]
Transaction Agreement [Line Items]
Percentage of granted option to purchase ownership interest	75.00%
Number of shares transferred					26,952,143
Escrow amount					$ 75,000
Restricted cash					75,000
Sale Of Stock Consideration Cash Received On Transaction					$ 2,900,000
Stock offer to repurchase during period value of the proceeds received from transaction agreement		$ 1,000,000
Sumitomo [Member] \| Employee [Member]
Transaction Agreement [Line Items]
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements		1,863,451	1,873,480

Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Prepaid expenses	$ 44,941	$ 39,544
Trade receivables, net	3,416	11,222
Income tax receivable	1,993	1,803
Other	7,815	1,681
Total other current assets	$ 58,165	$ 54,250

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

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

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

- Definition

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

+ References + Details

Long-Term Debt and Loan Commitment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	May 01, 2021	May 31, 2021	Jun. 30, 2021	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
Minimum Amount of Annual Net Sales To Qualify Under Revenue Interest Purchase Agreement, Contingent Threshold		$ 160,000
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			$ 155,200	$ 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
NovaQuest Agreement [Member] \| Commercial Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments							$ 141,000

Share-Based Compensation - Additional Information (Detail) - USD ($)	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 19,269,000	$ 14,278,000
Performance RSU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	0
RSL Common Share Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 800,000
2015 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance	22,800,000
Common shares available for grant	786,125
2015 EIP [Member] \| Special Reserve [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for performance options and capped value appreciation rights	26,558,238
Common shares available for grant	0
2015 EIP [Member] \| RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0	0
2015 EIP [Member] \| Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	0
2015 EIP [Member] \| CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	0
2015 EIP [Member] \| Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	10,300,000	7,800,000
Subsidiary EIPs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 8,200,000	$ 6,500,000
Grant vesting period	4 years
Grant contractual term	10 years
pRSU Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance	200,000
Grant expiration period	8 years

Share-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Option [Member] - 2015 EIP [Member]	3 Months Ended
	Jun. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding at March 31, 2021 \| shares	9,389,371
Options Granted \| shares	3,798,605
Options Forfeited \| shares	(106,428)
Stock options outstanding at June 30, 2021 \| shares	13,081,548
Weighted average exercise price, Beginning balance \| $ / shares	$ 26.61
Weighted average exercise price, Granted \| $ / shares	29.26
Weighted average exercise price, Forfeited \| $ / shares	30.27
Weighted average exercise price, Ending balance \| $ / shares	$ 27.35

Share-Based Compensation - Summary of Restricted Stock Units (Detail) - RSUs [Member] - 2015 EIP [Member]	3 Months Ended
	Jun. 30, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	2,292,738
Granted	5,939,340
Forfeited	(119,285)
Non-vested balance, ending	8,112,793

Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member]	3 Months Ended
	Jun. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding at March 31, 2021 \| shares	14,425,663
Options Granted \| shares	0
Options Forfeited \| shares	0
Stock options outstanding at June 30, 2021 \| shares	14,425,663
Weighted average exercise price, Beginning balance \| $ / shares	$ 38.93
Weighted average exercise price, Granted \| $ / shares	0
Weighted average exercise price, Forfeited \| $ / shares	0
Weighted average exercise price, Ending balance \| $ / shares	$ 38.93

Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member]	3 Months Ended
	Jun. 30, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	11,088,658
Granted	0
Forfeited	0
Non-vested balance, ending	11,088,658

Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member]	3 Months Ended
	Jun. 30, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	200,000
Units Granted	0
Units Forfeited	0
Non-vested balance, ending	200,000

Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award	3 Months Ended
	Jun. 30, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	587,824
Granted	0
Forfeited	0
Non-vested balance, ending	587,824

Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 19,269	$ 14,278
R&D Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,615	1,119
G&A Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 17,654	$ 13,159

Income Taxes - Additional Information (Detail)	3 Months Ended
Income Taxes - Additional Information (Detail)	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Line Items]
Effective tax rate	(0.10%)	(18.10%)

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

Fair Value Measurements - Additional Information (Detail) $ in Millions	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)
Fair Value Disclosures [Line Items]
Fair value of options	$ 62.4	$ 61.5
Minimum \| Measurement Input, Discount Rate [Member]
Fair Value Disclosures [Line Items]
Discount rate	0.11
Maximum \| Measurement Input, Discount Rate [Member]
Fair Value Disclosures [Line Items]
Discount rate	0.12

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

Other (Income) Expense, Net - Summary of Other (Income) Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Other (income) expense [Abstract]
Loss from equity method investment	$ 0	$ 3,750
Interest income	(71)	(621)
Interest expense	2,513	791
Other income	(2,576)	(1,078)
Total	$ (134)	$ 2,842

Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	Mar. 31, 2021
Subscription receivable		$ 100,000	$ 100,000
ProteoVant Sciences, Inc [Member] \| Subsequent Event [Member]
Subscription receivable	$ 100,000
Equity Method Investments	$ 200,000
Equity Method Investment, Ownership Percentage	40.00%
Datavant [Member] \| Subsequent Event [Member]
Business combination, consideration transferred	$ 320,000