0001193125-22-044672 | S-1 | XBRL Viewer

Total other comprehensive income (loss)

(2,393)

(5,541)

(2,287)

(7,395)

3,826

(5,536)

(2,393)

(5,541)

(2,287)

(7,395)

3,826

(5,536)

Comprehensive (loss) income

(308,478)

(281,138)

(635,090)

(344,467)

(896,407)

1,004,780

Comprehensive loss attributable to noncontrolling interests

(21,591)

(14,303)

(57,375)

(37,069)

(90,967)

(190,862)

Comprehensive (loss) income attributable to Roivant Sciences Ltd.

$ (286,887)

$ (266,835)

$ (577,715)

$ (307,398)

$ (805,440)

$ 1,195,642

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

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

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

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

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

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Balance, temporary equity at Mar. 31, 2019

Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($)
$ in Thousands

Total

Common Stock [Member]

Additional Paid-in Capital [Member]

Subscriptions Receivables [Member]

AOCI Attributable to Parent [Member]

Accumulated Deficit [Member]

Redeemable Noncontrolling Interest [Member]

Noncontrolling Interest [Member]

$ 50,130

Balance at Mar. 31, 2019

$ 887,169

$ 0

$ 3,024,172

$ 0

$ 2,518

$ (2,309,737)

$ 170,216

Balance, shares at Mar. 31, 2019

624,904,938

Issuance of subsidiary warrants

907

Issuance of subsidiary convertible and redeemable preferred stock, net

(4,699)

4,699

27,491

Purchase of subsidiary convertible and redeemable preferred stock

(77,777)

(55,130)

Issuance of subsidiary common shares to the Company

117,658

59,052

58,606

(9,962)

9,962

Purchase of subsidiary common shares

(65,544)

(62,913)

(2,631)

1,407

875

532

999,193

Repurchase of common shares and other equity instruments

78,867,360

(990,014)

Repurchase of common shares and other equity instruments, shares

(74,986,605)

Sale of interests in subsidiaries

(43,398)

Issuance of equity by subsidiary upon Business Combination and recapitalization

104,686

69,379

35,307

Issuance of equity by subsidiary to the Company upon Business Combination and recapitalization

(2,559)

2,559

Conversion of subsidiary convertible promissory notes

33,087

21,928

11,159

Issuance of equity instruments

24,842

Settlement in equity of liability-classified instruments

13,119

Share-based compensation, shares

(6,645)

Deconsolidation of subsidiary

(46,483)

122,572

79,103

43,469

(5,536)

(4,867)

(669)

Balance, temporary equity at Mar. 31, 2020

1,010,316

1,200,509

(190,193)

22,491

Balance at Mar. 31, 2020

2,086,204

^[1],[2]

$ 0

3,143,739

^[2]

(2,349)

^[2]

(1,109,228)

^[2]

22,491

^[2]

54,042

^[2]

Balance, shares at Mar. 31, 2020

^[2]

628,779,048

^[2]

(149)

149

Issuance of subsidiary common shares to the Company

^[2]

181,180

104,581

76,599

^[2]

(6,342)

6,342

Deconsolidation of subsidiary

^[2]

^[2]

(3,054)

Repurchase of equity awards

^[2]

(113)

^[2]

14,278

9,285

4,993

^[2]

(820)

(854)

Balance, shares at Jun. 30, 2020

^[2]

(7,977)

(3,243)

(4,734)

Balance at Jun. 30, 2020

^[2]

2,269,761

3,251,037

(3,203)

(1,112,471)

22,491

134,398

^[2]

628,779,048

Balance, temporary equity at Mar. 31, 2020

22,491

Balance at Mar. 31, 2020

2,086,204

^[1],[2]

$ 0

3,143,739

^[2]

(2,349)

^[2]

(1,109,228)

^[2]

22,491

^[2]

54,042

^[2]

Balance, shares at Mar. 31, 2020

^[2]

628,779,048

Balance, shares at Dec. 31, 2020

(337,072)

Balance at Dec. 31, 2020

^[2]

2,171,268

3,383,618

(10,077)

(1,408,898)

22,491

206,625

^[2]

630,166,529

Balance, temporary equity at Mar. 31, 2020

22,491

Balance at Mar. 31, 2020

2,086,204

^[1],[2]

$ 0

3,143,739

^[2]

(2,349)

^[2]

(1,109,228)

^[2]

22,491

^[2]

54,042

^[2]

Balance, shares at Mar. 31, 2020

^[2]

628,779,048

(1,642)

1,642

Issuance of subsidiary common shares to the Company

456,097

324,995

(100,000)

231,102

(11,692)

11,692

301,744

$ 0

301,744

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

21,077,155

907

522

385

Share-based compensation, shares

1,720,090

Deconsolidation of subsidiary

(3,054)

Consolidation of unconsolidated entity

9,178

Repurchase of equity awards

(113)

84,958

57,252

27,706

3,826

3,794

Balance, temporary equity at Mar. 31, 2021

(900,233)

(809,234)

(90,999)

22,491

Balance at Mar. 31, 2021

2,039,514

^[1],[2]

$ 0

3,814,805

^[2]

(100,000)

^[2]

1,445

^[2]

(1,918,462)

^[2]

22,491

^[2]

241,726

^[2]

Balance, shares at Mar. 31, 2021

^[2]

651,576,293

Balance at Jun. 30, 2020

^[2]

2,269,761

3,251,037

(3,203)

(1,112,471)

22,491

134,398

Balance, shares at Jun. 30, 2020

^[2]

628,779,048

^[2]

(124)

124

Issuance of subsidiary common shares to the Company

^[2]

175,917

101,418

74,499

^[2]

(5,318)

5,318

Consolidation of unconsolidated entity

^[2]

119

^[2]

9,178

Transfer (from) to noncontrolling interest

^[2]

(255)

255

^[2]

13,914

8,208

5,706

^[2]

(1,034)

(1,068)

Balance, shares at Sep. 30, 2020

^[2]

(53,498)

(35,398)

(18,100)

Balance at Sep. 30, 2020

^[2]

2,414,357

3,355,035

(4,271)

(1,147,869)

22,491

211,462

^[2]

628,779,048

^[2]

725

417

308

^[2]

20,000

Transfer (from) to noncontrolling interest

^[2]

1,387,481

^[2]

(73)

^[2]

17,324

8,239

9,085

^[2]

(5,541)

(5,806)

265

Balance, shares at Dec. 31, 2020

^[2]

(275,597)

(261,029)

(14,568)

Balance at Dec. 31, 2020

^[2]

2,171,268

3,383,618

(10,077)

(1,408,898)

22,491

206,625

^[2]

630,166,529

Balance at Mar. 31, 2021

2,039,514

^[1],[2]

$ 0

3,814,805

^[2]

(100,000)

^[2]

1,445

^[2]

(1,918,462)

^[2]

22,491

^[2]

241,726

^[2]

Balance, shares at Mar. 31, 2021

^[2]

651,576,293

Issuance of subsidiary warrants

^[2]

2,075

2,051

^[2]

(2,973)

2,973

^[2]

19,269

11,091

8,178

^[2]

(2,439)

(2,652)

213

Balance, shares at Jun. 30, 2021

^[2]

(101,078)

(82,183)

(18,895)

Balance at Jun. 30, 2021

^[2]

1,957,341

3,824,974

(100,000)

(1,207)

(2,000,645)

22,491

234,219

^[2]

651,576,293

Balance, temporary equity at Mar. 31, 2021

22,491

Balance at Mar. 31, 2021

2,039,514

^[1],[2]

$ 0

3,814,805

^[2]

(100,000)

^[2]

1,445

^[2]

(1,918,462)

^[2]

22,491

^[2]

241,726

^[2]

Balance, shares at Mar. 31, 2021

^[2]

651,576,293

Balance, shares at Dec. 31, 2021

(632,803)

Balance at Dec. 31, 2021

^[2]

2,247,262

4,360,452

(1,070)

(2,493,662)

22,491

381,542

^[2]

692,012,183

Balance at Jun. 30, 2021

^[2]

1,957,341

3,824,974

(100,000)

(1,207)

(2,000,645)

22,491

234,219

Balance, shares at Jun. 30, 2021

^[2]

651,576,293

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

^[2]

129,097

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

^[2]

32,372,478

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

^[2]

840,398

Issuance of subsidiary preferred shares

^[2]

70,000

Issuance of subsidiary common and preferred shares to the Company

^[2]

(52,189)

52,189

Payment of subscription receivable

^[2]

100,000

(40,000)

$ 100,000

40,000

Repurchase of equity awards

^[2]

(2,590)

2,590

^[2]

(2,247)

^[2]

397,312

386,568

10,744

^[2]

2,545

2,488

Balance, shares at Sep. 30, 2021

^[2]

(225,640)

(208,481)

(17,159)

Balance at Sep. 30, 2021

^[2]

2,428,408

4,245,860

1,281

(2,209,126)

22,491

390,393

^[2]

684,789,169

^[2]

(1,175)

1,175

^[2]

56,116

^[2]

7,223,014

^[2]

71,216

59,651

11,565

^[2]

(2,393)

(2,351)

(42)

Balance, shares at Dec. 31, 2021

^[2]

(306,085)

(284,536)

(21,549)

Balance at Dec. 31, 2021

^[2]

$ 2,247,262

$ 4,360,452

$ (1,070)

$ (2,493,662)

$ 22,491

$ 381,542

^[2]

692,012,183

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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net (loss) income	$ (632,803)	$ (337,072)	$ (900,233)	$ 1,010,316
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Acquired in-process research and development	78,223	65,175	351,523	16,405
Share-based compensation	487,797	45,516	84,958	122,572
Change in fair value of investments	14,382	(107,210)	(95,533)	136,005
Gain on sale of investment	(443,754)	0
Change in fair value of debt and liability instruments	40,747	31,577	29,845	(13,722)
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity	0	(115,364)
Gain on termination of Sumitomo Options	(61,472)	0
Loss from equity method investment	0	3,750	3,750	21,386
Other	8,469	2,398	13,152	31,821
Unrealized foreign currency translation adjustment	(2,287)	(7,395)	3,826	(5,536)
Gain on sale of business			0	(1,985,949)
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity	0	(115,364)	(115,364)	(107,344)
Changes in assets and liabilities, net of effects from acquisition and divestiture:
Accounts payable	3,693	(2,702)	3,752	6,598
Accrued expenses	35,576	(1,004)	9,225	14,845
Deferred consideration liability	(50,000)	0	100,000	0
Operating lease liabilities	(6,171)	(3,806)	(5,497)	(8,419)
Other	(4,947)	(27,329)	(35,542)	2,272
Net cash used in operating activities	(530,260)	(446,071)	(552,138)	(758,750)
Cash flows from investing activities:
Cash disposed upon deconsolidation of subsidiary	0	(19,085)	(19,085)	(20,049)
Cash acquired upon consolidation of unconsolidated entity	0	21,439	21,439	0
Investments in unconsolidated entities	0	(28,250)	(28,250)	(36,300)
Proceeds from sale of investment	320,170	0
Purchase of property and equipment	(11,173)	(1,716)	(5,806)	(4,916)
Proceeds from sale of business, net of cash disposed			0	1,772,191
Purchase of marketable securities			0	(32,076)
Maturity of marketable securities			0	16,440
Acquisitions, net of cash acquired			0	(500)
Net cash (used in) provided by investing activities	308,997	(27,612)	(31,702)	1,694,790
Cash flows from financing activities:
Proceeds from business combination and PIPE financing	213,424	0
Proceeds from issuance of subsidiary common shares, net of issuance costs paid	0	356,756	455,756	117,658
Proceeds from payment of subscription receivable	100,000	0
Proceeds from subsidiary debt financings, net of financing costs paid	36,400	0	0	83,781
Payment of deferred offering and loan origination costs			0	(300)
Repurchase of equity awards	(2,247)	(113)	(113)	(990,014)
Proceeds from exercise of subsidiary stock options	0	907	907	1,407
Proceeds from issuance of the Company's common shares, net			0	999,193
Proceeds from issuance of liability instruments			0	101,567
Proceeds from issuance of equity by subsidiary upon Business Combination and recapitalization			0	105,930
Purchase of subsidiary common shares			0	(65,544)
Proceeds from issuance of subsidiary convertible and redeemable preferred stock, net			0	28,455
Purchase of subsidiary convertible and redeemable preferred stock			0	(132,907)
Repayment of long-term debt by subsidiary	(21,590)	0	0	(32,063)
Offering costs paid			(286)	(3,082)
Net cash provided by financing activities	305,722	357,550	456,264	214,081
Payment of offering and loan origination costs	(20,265)	0
Net change in cash, cash equivalents and restricted cash	84,459	(116,133)	(127,576)	1,150,121
Cash, cash equivalents and restricted cash at beginning of period	2,141,676	2,269,252	2,269,252	1,119,131
Cash, cash equivalents and restricted cash at end of period	2,226,135	2,153,119	2,141,676	2,269,252
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities	4,806	1,549	5,491	56,025
Offering costs included in accounts payable and accrued expenses	31	0
Operating lease right-of-use assets and operating lease liabilities, including amounts reclassified from other current liabilities and other liabilities to operating lease liabilities, recognized upon the adoption of ASC 842, Leases, on April 1, 2019			0	43,026
Subscription receivable related to issuance of subsidiary common shares			100,000	0
Conversion of subsidiary convertible promissory notes to common shares			0	32,500
Other	$ 0	$ (4,351)	(960)	3,601
Supplemental disclosure of cash paid:
Income taxes paid			4,076	4,936
Interest paid			$ 2,017	$ 12,158

Description of Business and Liquidity	9 Months Ended	12 Months Ended
Description of Business and Liquidity	Dec. 31, 2021	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Liquidity	Note 1—Description of Business and Liquidity (A) Description of Business Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”), aims to improve health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 4, “Investments” for further discussion of the Company’s investments in unconsolidated entities. On September 30, 2021, RSL completed its business combination with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, and began trading on Nasdaq under the ticker symbol “ROIV.” Refer to Note 3, “Business Combination with MAAC” for additional details. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of December 31, 2021, the Company had cash and cash equivalents of approximately $2.2 billion and its accumulated deficit was approximately $2.5 billion. For the nine months ended December 31, 2021 and 2020, the Company incurred net losses of $632.8 million and $337.1 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.	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 March 31, 2021, the Company had cash and cash equivalents of approximately $2.1 billion and its accumulated deficit was approximately $1.9 billion. For the years ended March 31, 2021 and 2020, the Company incurred losses from continuing operations of $900.2 million and $568.1 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 consolidated financial statements. (C) Business Combination with MAAC and Stock Subdivision On September 30, 2021 (the “Closing Date”), in accordance with the Business Combination Agreement, as amended (the “Business Combination Agreement”), RSL completed its previously announced business combination with Montes Archimedes Acquisition Corp. (“MAAC”), through the merger of RSL’s wholly-owned subsidiary, Rhine Merger Sub, Inc., with MAAC (the “Merger”), with MAAC surviving the Merger as a wholly owned subsidiary of RSL. As MAAC does not represent a business for accounting purposes and its primary asset represents cash and cash equivalents, the business combination with MAAC was treated as an equity contribution in exchange for the issuance of RSL shares. The net assets of MAAC were stated at historical cost, with no goodwill or other intangible assets recorded. On the Closing Date prior to the effective time of the Merger, RSL effected a 2.9262-for-1 stock subdivision based on the fixed exchange ratio established in the Business Combination Agreement. The shares, equity awards and net loss per share available to holders of the Company’s common stock, prior to the business combination with MAAC, have been retroactively restated as shares reflecting the fixed exchange ratio.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Dec. 31, 2021

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

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

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

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

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

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 December 31, 2021 and through the issuance of these condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact

COVID-19

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

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

(D) Concentrations of Credit Risk

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

(E) Cash, Cash Equivalents, and Restricted Cash

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

Restricted cash classified as a current asset consists of legally restricted

non-interest

bearing deposit accounts relating to the Company’s corporate credit card programs. Restricted cash classified as a long-term asset consists of restricted deposit accounts related to irrevocable standby letters of credit. As of March 31, 2021, restricted cash classified as a current asset included $75.0 million held in escrow for the purpose of fulfilling certain indemnification obligations. The full escrow amount of $75.0 million was disbursed to the Company in June 2021. See Note 6, “Sumitomo Transaction Agreement” for additional information.

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 accompanying condensed consolidated balance sheets as follows (in thousands):


	December 31, 2021		March 31, 2021
Cash and cash equivalents	$	2,214,283	$	2,055,044
Restricted cash		11,852		86,632

Cash, cash equivalents and restricted cash	$	2,226,135	$	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

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

The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Investments.”

(H) Research and Development Expenses

Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. 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 common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of the Datavant business, (as defined and discussed in Note 4, “Investments”); liability instruments issued, including warrant and

earn-out

shares liabilities issued in connection with the Company’s business combination with MAAC (see Note 3, “Business Combination with MAAC”); the deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.

The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. In October 2021, shares of Arbutus’ Series A participating convertible preferred shares (“Arbutus Preferred Shares”) held by the Company were converted into shares of common stock of Arbutus pursuant to mandatory conversion provisions. Prior to conversion, the Arbutus Preferred Shares held by the Company were classified as Level 2 as the fair value of such preferred shares was determined based upon the quoted market price of Arbutus common stock into which such preferred shares were convertible. The shares of common stock of Datavant (as defined and discussed in Note 4, “Investments”) and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 3, “Business Combination with MAAC”), are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. The Public Warrants are publicly traded and therefore are classified as Level 1 as the Public Warrants have a readily determinable fair value. Cash, accounts payable, and the deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability was based on a fixed monetary amount, and payment was based solely on the passage of time. The deferred consideration liability was settled in November 2021 by payment of $50.0 million in cash as well as the issuance of 6,348,057 of the Company’s common shares. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. Long-term debt issued by Dermavant for which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market.

(J) Warrant Liabilities

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

(K) Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

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

No. 2020-06”).

ASU

No. 2020-06

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

No. 2020-06

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

No. 2020-06

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

No. 2020-06

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

Note 2—Summary of Significant Accounting Policies

(A) Basis of Presentation and Principles of Consolidation

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

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

Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates

(“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.

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

Additionally, the Company concluded that the disposition of RSL’s ownership interests in Myovant Sciences Ltd. (“Myovant”), Urovant Sciences Ltd. (“Urovant”), Enzyvant Therapeutics Ltd. (“Enzyvant”), Altavant Sciences Ltd. (“Altavant”), and Spirovant Sciences Ltd. (“Spirovant”) (collectively, the “Sumitovant Vants”), pursuant to the transaction agreement entered into with Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) on October 31, 2019 (the “Sumitomo Transaction Agreement”) that closed on December 27, 2019 (the “Sumitomo Transaction”), met the requirements to be presented as discontinued operations. As such, results relating to the transferred interests prior to disposition are classified as discontinued operations in prior period consolidated financial statements. See Note 5, “Sumitomo Transaction Agreement” and Note 6, “Discontinued Operations” for further discussion. Certain prior year amounts were reclassified to conform to current year presentation.

(B) Use of Estimates

Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Additionally, the Company assessed the impact that the

COVID-19

pandemic has had on its operations and financial results as of March 31, 2021 and through the issuance of these consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact

COVID-19

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

(D) Concentrations of Credit Risk

(E) Cash, Cash Equivalents, and Restricted Cash

Restricted cash classified as a current asset consists of the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted

non-interest

bearing deposit account relating to the Company’s corporate credit card program. Restricted cash classified as a long-term asset consists of restricted deposit accounts related to irrevocable standby letters of credit.

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


	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	2,055,044	$	2,183,207
Restricted cash		86,632		86,045

Cash, cash equivalents and restricted cash	$	2,141,676	$	2,269,252

(F) Trade Receivables, Net

The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for

estimated losses that may arise from a customer’s inability to pay and any amounts determined

be uncollectible are written

off

against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of March 31, 2021 and 2020. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets.

(G) Contingencies

(H) Property and Equipment

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


Property and Equipment		Estimated Useful Life
Computers		3 years
Equipment		5 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvement s		Lesser of estimated useful life or remaining lease term

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

(I) Investments

For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense, net” on the 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.

(J) Research and Development Expenses

The Company evaluates

in-licensed

agreements for

in-process

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

in-licensed

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 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.

(K) General and Administrative Expenses

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

in-license

of new drug candidates as well as for overseeing Vant operations and facilitating the use of the Company’s platform and technologies at Vants. G&A expenses also consist of legal and accounting fees, consulting services and other operating costs relating to corporate matters and daily operations. G&A expenses include costs incurred relating to the identification, acquisition or

in-license

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

(L) Income Taxes

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

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

(M) Share-Based Compensation

Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method.

The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model.

Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for

pre-vesting

award forfeitures when they occur.

As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares for RSL and privately held Vants. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercises reasonable judgment and considers numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considers factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions, the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions.

(N) Fair Value Measurements

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

•

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.

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, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; 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, including the Sumitomo Options, 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.

(O) Foreign Currency

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

(P) Revenue Recognition

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

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

•

Licenses of intellectual property:

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

non-refundable,

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

non-refundable,

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

•

Milestone payments:

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

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

re-evaluates

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

catch-up

basis in earnings in the period of the adjustment.

•

Royalties and commercial milestone payments:

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

based on a

pre-specified

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

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

(Q) Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU

No. 2016-13,

“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU

No. 2016-13”),

which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU

No. 2016-13

replaces

the existing incurred loss impairment model with an expected

loss

model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on

available-for-sale

debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU

No. 2016-13

is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of ASU

No. 2016-13

April 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

(R) Recently Issued Accounting Pronouncements Not Yet Adopted

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. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The adoption of ASU

No. 2020-06

is not expected to have a material impact on the Company’s consolidated financial statements.

Business Combination with MAAC

9 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination with MAAC

Note 3—Business Combination with MAAC

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

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

2.9262-for-1

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

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

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

each MAAC Class B Share that was outstanding immediately before the Effective Time and held by the MAAC Sponsor, any affiliate of the MAAC Sponsor or any of the MAAC Independent Directors or its transferee were automatically canceled and extinguished and converted into a number of Roivant

Common Shares based on an exchange ratio of 0.75, with a portion of such Roivant Common Shares issued to the MAAC Sponsor, any affiliate of the MAAC Sponsor, any MAAC Independent Director or its transferee by virtue of the Merger being subject to the vesting and other terms and conditions set forth in the Sponsor Support Agreement (as more fully described below),

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

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

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

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

paid-in

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

Earn-Out

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

Earn-Out

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

Sponsor Support Agreement

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

Lock-Up

Agreements, and further amended on September 30, 2021.

Pursuant to the Sponsor Support Agreement, among other things:

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

Earn-Out

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

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

Earn-Out

Shares” and, together with the 20%

Earn-Out

Shares, the

“Earn-Out

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

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

The Vesting Period represents the period commencing on November 9, 2021, the date on which the registration statement on Form

S-1

required to be filed by the Company in connection with the PIPE Financing was declared effective, and ending no later than the fifth anniversary of the Closing (the “Vesting Period”). The

Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the

Earn-Out

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

Earn-Out

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

Earn-Out

Shares will be forfeited.

The

Earn-Out

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

Earn-Out

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

Lock-Up

Agreements

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

lock-up

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

lock-up

period, subject to customary exceptions.

The

lock-up

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

thirty-six

months following the Closing.

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

lock-up

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

thirty-six

months from the Closing.

The

lock-up

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

thirty

-six

months

following the Closing.

Common Stock Warrants

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

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

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

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

The Company may redeem the outstanding Roivant Warrants for cash (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per Roivant Warrant;

•

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

•

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

30-trading

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

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

30-day

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

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

The Company may redeem the outstanding Roivant Warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

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

•

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

•

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

For these purposes, “fair market value” of Roivant Common Shares shall mean the volume-weighted average price of common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to warrantholders.

no event will the Roivant Warrants be exercisable in connection with this redemption feature for more than 0.361 Roivant Common Shares per Roivant Warrant (subject to adjustment).

Investments	9 Months Ended	12 Months Ended
Investments	Dec. 31, 2021	Mar. 31, 2021
Investments, All Other Investments [Abstract]
Investments	Note 4—Investments Investment in Arbutus RSL owns 38,847,462 shares of common stock of Arbutus, following the mandatory conversion of 1,164,000 Arbutus Preferred Shares held by RSL into 22,833,922 shares of Arbutus common stock in October 2021 in accordance with the terms of the subscription agreement entered into by RSL and Arbutus in October 2017. The Company accounts for its investment in Arbutus as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At December 31, 2021, RSL held approximately 27% of issued and outstanding shares of Arbutus. At December 31, 2021 and March 31, 2021, the aggregate fair value of the RSL investment in Arbutus was $151.1 million and $129.4 million, respectively. During the three and nine months ended December 31, 2021, the Company recognized an unrealized loss of $15.6 million and unrealized gain of $21.7 million, respectively, on its investments in Arbutus in the accompanying condensed consolidated statements of operations. During the three and nine months ended December 31, 2020, the Company recognized unrealized gains on its investments in Arbutus of $16.3 million and $98.7 million, respectively, in the accompanying condensed consolidated statements of operations. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on December 31, 2021 and March 31, 2021 of $3.89 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 December 31, 2021, RSL held approximately 25% of Sio’s issued and outstanding common shares. At December 31, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $24.0 million and $48.5 million, respectively. During the three and nine months ended December 31, 2021, the Company recognized unrealized losses on its investment in Sio of $16.3 million and $24.5 million, respectively, in the accompanying condensed consolidated statements of operations. During the three and nine months ended December 31, 2020, the Company recognized an unrealized loss of $34.2 million and an unrealized gain of $6.3 million, respectively, on its investment in Sio in the accompanying condensed consolidated statements of operations. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on December 31, 2021 and March 31, 2021 of $1.29 and $2.61, respectively. Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. Prior to the Datavant Merger (defined below), the Company accounted for its investment in Datavant using the measurement alternative to fair value. Under the measurement alternative, the investment is remeasured upon observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2020. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise, which resulted in an increase in the carrying value of the Company’s investment to $100.6 million. In June 2021, Datavant and Heracles Parent, L.L.C. (referred to herein as “Ciox Parent” and, after the closing of the Datavant Merger (as defined below), “Datavant”), a provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States, primarily through its wholly owned subsidiary CIOX Health, LLC, entered into a definitive agreement to merge Datavant with and into a newly formed wholly owned subsidiary of Ciox Parent (the “Datavant Merger”). The merger closed on July 27, 2021. At closing, the Company received approximately $320 million in cash and a minority equity stake representing approximately 17% of the outstanding Class A units in Ciox Parent. Ciox Parent’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion features. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. As a result of the transaction, the Company recognized a gain on remeasurement of $443.8 million in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2021. Following the completion of the Datavant Merger, the Company’s minority equity interest became subject to the equity method of accounting. At such time, the fair value option was elected to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. As of December 31, 2021 and July 27, 2021, the fair value of the Company’s investment was $215.7 million and $224.1 million, respectively, with the Company recognizing unrealized losses on its investment of $4.3 million and $8.4 million, respectively, for the three and nine months ended December 31, 2021. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 13, “Fair Value Measurements” for more information. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $7.9 million and $11.1 million as of December 31, 2021 and March 31, 2021, respectively.	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). RSL’s investments in Arbutus have been measured using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. After conversion of the Arbutus Preferred Shares into common shares, based on the number of Arbutus’s common shares outstanding on October 2, 2017, the Company would hold 49.90% of Arbutus’s common shares. In addition, the Company agreed to a four-year standstill to not acquire greater than 49.99% of common shares or securities convertible into common shares of Arbutus. At March 31, 2021 and 2020, the aggregate fair value of the Company’s investment in Arbutus was $129.4 million and $39.2 million, respectively, with the Company recognizing an unrealized gain on its investments in Arbutus of $90.2 million and an unrealized loss of $99.9 million in the accompanying consolidated statements of operations for the years ended March 31, 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 March 31, 2021 and 2020 of $3.33 and $1.01, 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 Company recognized a gain on deconsolidation of $107.3 million in the accompanying consolidated statements of operations for the year ended March 31, 2020. The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. At March 31, 2021 and 2020, the fair value of the Company’s investment in Sio was $48.5 million and $45.3 million, respectively, with the Company recognizing an unrealized gain on its investment in Sio of $ 3.2 million and an unrealized loss of $ 31.6 million in the accompanying consolidated statements of operations for the years ended March 31 , 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 March 31 , 2021 and 2020 of $ 2.61 and $ 2.44 , 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 $11.1 million and $8.9 million as of March 31, 2021 and 2020, 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 consolidated statements of operations for the year ended March 31, 2021. 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 March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million.

Asset Acquisitions and License Agreements

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Business Combinations [Abstract]

Asset Acquisitions and License Agreements

Note 5—Asset Acquisitions and License Agreements

Priovant

In September 2021, Priovant, Inc. (“Priovant”)

in-licensed

certain intellectual property rights. The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The fair value of consideration transferred was $82.1 million, consisting of $70.0 million of preferred stock representing a dilution-protected minority ownership interest in Priovant; a $10.0 million upfront cash

payment; and $2.1 million relating to other obligations. The acquired rights, which included the licensed rights, starting materials and

in-process

inventory for each drug candidate, represent

in-process

research and development assets, which were determined to have no alternative future use. Accordingly, the Company recorded $82.1 million as research and development expense in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2021.

Additionally, Priovant agreed to pay a future sales-based milestone payment and tiered royalties based on sales in the US and certain specified territories.

Hemavant

In November 2021, Pharmavant 7 GmbH (“Hemavant”), a wholly owned subsidiary of the Company, entered into a license agreement with Eisai Co., Ltd. (“Eisai”) (the “Eisai License Agreement”). Pursuant to the Eisai License Agreement, Eisai granted Hemavant (i) an exclusive, worldwide, sublicensable, royalty-bearing license under certain patents and

know-how

and (ii) a

non-exclusive,

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

know-how

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

RVT-2001

and products incorporating

RVT-2001

for all human and animal uses. In exchange for the rights, the Company made an upfront payment to Eisai consisting of $8.0 million in cash and the issuance of $7.0 million in shares of the Company’s common stock at an agreed price of $8.00 per share. Hemavant may also be obligated to pay up to a maximum of $65.0 million in development and regulatory milestone payments (with respect the product for the first indication) and up to a maximum of $18.0 million in payments (with respect to the product for each additional indication) and up to a maximum of $295.0 million in commercial milestone payments. Hemavant may also be obligated to pay a tiered high single-digit to

sub-teens

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

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

in-process

inventory of the drug candidate, represent

in-process

research and development assets that were determined to have no alternative future use. The fair value of the 874,957 shares of the Company’s common stock issued to Eisai based on the closing price as of the effective date of the Eisai License Agreement was $6.1 million. Accordingly, the Company recorded $14.1 million as research and development expense in the accompanying condensed consolidated statements of operations for the three and nine months ended December 31, 2021.

Note 4—Asset Acquisitions and License Agreements

During the years ended March 31, 2021 and 2020, the Company, directly or indirectly through Vants, completed the following key asset acquisitions and license agreements. The Company evaluated the below agreements, except the collaboration and license agreement entered into between Dermavant and Japan Tobacco Inc. that is evaluated separately below, and determined that the acquired assets did not meet the definition of a business as substantially all the fair value of the assets acquired were concentrated in a single asset or group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of an assembled workforce and early stage of development and thus, each transaction was accounted for as an asset acquisition.

The Company then evaluated whether each

in-

process

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

in-process

research and development under the below agreements as research and development expense in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020.

Dermavant

In August 2018, Dermavant acquired the worldwide rights (other than with respect to certain rights in China) to tapinarof, an investigational therapeutic aryl hydrocarbon receptor modulating agent for the treatment of psoriasis and atopic dermatitis, from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”). GSK previously acquired rights to a predecessor formulation of tapinarof from Welichem Biotech Inc. (“Welichem”) pursuant to an asset

purchase agreement between GSK and Welichem entered into in May 2012 (the “Welichem Agreement”). Under the GSK Agreement, Dermavant made an upfront payment of £150.0 million (approximately $191 million) and agreed to a contingent payment of £100.0 million (approximately $133 million) upon the first approval of an NDA by the FDA for a product that contains tapinarof. Dermavant assumed responsibility for all obligations under the Welichem Agreement, including payment of up to C$180.0 million (approximately $137 million) in potential development and commercial milestones. The purchase was funded in part by a $117.5 million borrowing from NovaQuest

Co-Investment

Fund VIII, L.P. (“NovaQuest”), an affiliate of NovaQuest Capital Management, LLC, as described in Note 8, “Long-Term Debt.” In connection with the GSK Agreement, Dermavant and GSK have entered into a clinical manufacturing and supply agreement for tapinarof pursuant to which Dermavant will obtain supply of tapinarof for clinical trials on a cost-plus basis. In May 2019, Dermavant achieved a development and regulatory milestone under the GSK Agreement, which resulted in a C$30.0 million (approximately $23 million) milestone payment that Dermavant subsequently paid to Welichem in August 2019. The milestone payment was recorded as research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2020.

In January 2020, Dermavant entered into a collaboration and license agreement with Japan Tobacco Inc. (“JT”) for exclusive rights to develop, register, and market tapinarof in Japan for the treatment of dermatological diseases and conditions, including psoriasis and atopic dermatitis. In conjunction with this agreement, JT executed an exclusive license agreement with its subsidiary, Torii Pharmaceutical Co., Ltd., for

co-development

and commercialization of tapinarof in Japan. Under the terms of the license agreement, Dermavant received a nonrefundable, upfront payment of $60.0 million in January 2020 and may receive up to $53.0 million upon the achievement of certain development milestones for tapinarof for the treatment of psoriasis and atopic dermatitis. In addition, Dermavant will have the right to receive royalties based on product sales of tapinarof in the indications.

The Company evaluated the collaboration and license agreement and concluded that JT is a customer. The Company’s performance obligations under the agreement are the following: (i) an exclusive license to JT of the right to develop, register and market tapinarof in Japan and (ii) the associated transfer to JT of technology and

know-how

related to the license. The Company determined that the monetary value of participation in the Joint Steering Committee under the agreement was immaterial in the context of the contract and therefore was disregarded when identifying the performance obligations. The Company determined that the exclusive license is not capable of being distinct from the associated technology transfer because the customer cannot benefit from or utilize the license without the technology and

know-how

transfer and as such does not have standalone value as JT cannot benefit from the exclusive license without the associated technology and

know-how

transfer. Accordingly, the Company concluded that these performance obligations should be combined into a single performance obligation.

Based on management’s evaluation, the

non-refundable,

up-front

payment of $60.0 million constituted the amount of consideration to be included in the transaction price. The remaining $53.0 million of consideration related to potential development and regulatory approval milestones constitutes variable consideration and has

not been recognized because of the inherent uncertainty of the occurrence of the future events and because it is highly susceptible to factors outside of the Company’s control.

Any consideration related to potential royalty payments will be recognized when the related sales occur, since these amounts have been determined to relate predominantly to the license granted to JT and therefore are recognized at the later of when the performance obligations are satisfied or the related sales occur. The Company will

re-evaluate

the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Upon transfer of the technology and

know-how

related to the license, the Company recognized the $

60.0

million

non-refundable

upfront payment as license revenue in the accompanying consolidated statements of operations for the year ended March

2020

Genevant

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

RNA-based

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

Pursuant to the Recapitalization, the following transactions were completed:

•

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

•

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

•

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

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

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

As a result of the Recapitalization and changes to the

bye-laws,

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

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

$41.4 million was attributed to

in-process

research and development, which was determined by the Company to have not reached technological feasibility and therefore have no alternative future use. Accordingly, the Company recorded $41.4 million as research and development expense in the accompanying consolidated statements of operations for the year ended March 31, 2021.

Proteovant

In November 2020, Proteovant Sciences, Inc. (formerly known as Pharmavant 5, Inc.) (“ProteoVant”) entered into a stock purchase agreement to acquire Oncopia Therapeutics, Inc. (“Oncopia”), a preclinical biotechnology

company developing small molecule protein degraders primarily against certain oncology targets. Upfront proceeds to Oncopia’s shareholders were $105.0 million, prior to certain adjustments in accordance with the terms of the agreement. Proteovant is also obligated to make future development and commercial milestone payments of up to $100.0 million for the first product targeting each of the two specified initial targets, and up to $51.0 million for the first product targeting each of certain specified additional molecular targets. Additionally, the Company’s investments in promissory notes issued by Oncopia for an aggregate principal amount of $11.5 million were settled through either conversion to equity or cancellation.

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

co-founder

(the

“Co-Founder”).

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

low-

mid-single

digits, subject to certain adjustments.

The

Co-Founder’s

lab at the University of Michigan had been providing

on-going

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

Lastly, in connection with the acquisition of Oncopia, the

Co-Founder

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

Co-Founder

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

Co-Founder

upon achievement of development milestones for each such product.

During the year ended March 31, 2021, the Company recorded $116.5 million, relating to the net upfront cash payment of $101.2 million, settlement of promissory notes receivable, including accrued interest, of $11.9 million, and fair value of future contingent consideration payments of $3.4 million, as research and development expense in the accompanying consolidated statements of operations.

In December 2020, RSL, Proteovant and SK, Inc. (formerly known as SK Holdings Co., Ltd.) (“SK”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. In January 2021, in accordance with the terms of the Subscription Agreement, SK made the first payment of $100.0 million to Proteovant. A second $100.0 million payment is expected to be made by SK to Proteovant on or about July 12, 2021, the date six months from the closing date. The second $100.0 million payment is classified as a subscription receivable in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of March 31, 2021.

Affivant

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

pre-paid

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

Acquisition of Silicon Therapeutics

In March 2021, the Company completed the acquisition of the business of Silicon Therapeutics, LLC (“SiTX”), a physics-driven computational drug discovery company, for total consideration of approximately $450.0 million, with additional cash payments payable subject to the satisfaction of certain regulatory and commercial milestones. This acquisition did not include one of SiTX’s subsidiaries, Silicon SWAT, Inc. Approximately $350.0 million of the consideration was payable primarily in the Company’s common stock at or near closing of the acquisition (the “First Tranche”). At closing of the acquisition, the Company issued 21,409,764 common shares and paid approximately $14.0 million in cash, net of cash received, to SiTX after giving effect to certain transaction adjustments and holdbacks. The remainder of the First Tranche is expected to be paid in a combination of common shares and cash as certain holdbacks are released. Approximately $100.0 million (the “Second Tranche Consideration”) is payable to SiTX on the earlier of (x) approximately 30 to 60 days following the public listing of the Company’s common shares, in either cash or common shares (at the Company’s election), and (y) 12 months following the closing of the acquisition, in cash.

The transaction was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset, IPR&D related to the computational drug discovery platform that designs and develops small molecule therapeutics. For accounting purposes, the fair value of consideration transferred was $402.4 million, consisting of $281.7 million relating to the fair value of common shares issued upfront and expected to be issued shortly thereafter; $105.1 million relating to the fair value of liabilities due to the sellers, including the Second Tranche Consideration, future contingent consideration payments, and closing consideration to be paid in cash; and cash of $15.6 million paid at closing. Of this amount, $399.6 million was attributed to IPR&D, which was determined to have no alternative future use. Accordingly, the Company recorded $399.6 million as research and development expense in the accompanying consolidated statement of operations for the year ended March 31, 2021.

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

In addition, certain share-based compensation awards of SiTX were exchanged with restricted common stock of the Company, subject to certain service-based vesting requirements, with a fair value of $22.6 million. Of this amount, $15.6 million was attributed to precombination service and therefore included in the total fair value of consideration transferred. Refer to Note 11, “Share-Based Compensation,” for additional detail regarding this restricted common stock.

Sumitomo Transaction Agreement	9 Months Ended	12 Months Ended
Sumitomo Transaction Agreement	Dec. 31, 2021	Mar. 31, 2021
Transaction Agreement [Abstract]
Sumitomo Transaction Agreement	Note 6—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) completed the transactions contemplated by the transaction agreement by and between RSL and Sumitomo, dated as of October 31, 2019 (the “Sumitomo Transaction Agreement”). Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant Sciences Ltd., Urovant Sciences Ltd., Enzyvant Therapeutics Ltd., Altavant Sciences Ltd. and Spirovant Sciences Ltd. (collectively, the “Sumitovant Vants”) to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant Sciences Ltd. (“Genevant”), Lysovant Sciences Ltd., Metavant Sciences Ltd., Roivant Asia Cell Therapy Holdings Ltd., and Sinovant Sciences HK Limited (collectively, the “Option Vants”)), (ii) (a) transferred the proprietary technology platform DrugOme to Sumitomo (for which RSL retains a perpetual royalty free license for internal use) and (b) licensed the Digital Innovation technology platform to Sumitomo (for which both parties retain ongoing access), and (iii) transferred 78,867,360 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 $0.2 million and $0.8 million, net of amounts billed by Sumitovant to RSL, during the three and nine months ended December 31, 2021, respectively. During the three and nine months ended December 31, 2020, RSL billed Sumitovant $0.3 million and $1.1 million, net of amounts billed by Sumitovant to RSL, respectively, for costs incurred on behalf of Sumitovant, which were recorded as an offsets to the general and administrative 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 December 31, 2021 and 2020, there were 5,134,088 and 5,470,387 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants (the “Sumitomo Options”); (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 in Greater China and South Korea; (iii) Sumitomo agreed to pay the Company $5.0 million in cash; and (iv) Sumitomo entered into an agreement with the Company to pursue future collaborations with Genevant. The Company received the cash payment, net of certain withholding taxes, in August 2021. The Company recorded a gain on the termination of the Sumitomo Options of $66.5 million, consisting of the fair value of the Sumitomo Options on the date of termination and the expected cash payment, in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2021.	Note 5—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement. Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant, Urovant, Enzyvant, Altavant, and Spirovant 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, Lysovant Sciences Ltd. (“Lysovant”), Metavant Sciences Ltd. (“Metavant”), Roivant Asia Cell Therapy Holdings Ltd. (“Cytovant Parent”), and Sinovant Sciences HK Limited (“Sinovant”)), (ii) (a) transferred the proprietary technology platform DrugOme to Sumitomo (for which RSL retains a perpetual royalty free license for internal use) and (b) licensed the Digital Innovation technology platform to Sumitomo (for which both parties retain ongoing access) and (iii) transferred 78,867,360 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash, resulting in a gain of $2.0 billion after taking into account all of the components of the transaction. Additionally, on the Sumitomo Closing Date, $75.0 million of the consideration was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. Upon the expiration of the escrow period, being 18 months from the Sumitomo Closing Date, any remaining escrow funds will be disbursed to RSL. As of March 31, 2021, the Company does not believe that a reasonably possible loss of the funds in the escrow account exists. As such, the full escrow amount of $75.0 million was recorded by the Company as restricted cash on the accompanying consolidated balance sheets as of March 31, 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved a repurchase of RSL’s equity securities for up to $1.0 billion of the proceeds received from Sumitomo. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for further detail. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments with an aggregate fair value of $39.1 million to these employees, of which $24.8 million was classified within shareholders’ equity and $14.3 million was classified as a liability. The liability classified awards were subsequently surrendered and exchanged for cash and other newly issued equity as part of the repurchase in March 2020. The remaining instruments vest based on the achievement of time-based, performance or liquidity event requirements. As of March 31, 2021 and 2020, there were 5,458,543 and 5,504,124 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In June 2021, RSL completed a transaction with Sumitomo pursuant to which Sumitomo terminated its existing options to acquire RSL’s equity interests in certain of its subsidiaries. See Note 19, “Subsequent Events” for additional information.

Discontinued Operations

12 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 6—Discontinued Operations

As a result of the Sumitomo Transaction Agreement, see Note 5, “Sumitomo Transaction Agreement,” the financial results of the Sumitovant Vants are presented as “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the year ended March 31, 2020. There were no operating results from discontinued operations for the year ended March 31, 2021.

The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands).


	Year Ended March 31, 2020
Operating expenses:
Research and development	$	265,452
General and administrative		119,885

Total operating expenses		385,337

Loss from operations		(385,337	)

Gain on sale of business		(1,985,949	)
Interest income		(2,305	)
Interest expense (1)		13,733
Other expense		8,866

Income from discontinued operations before income taxes		1,580,318
Income tax expense		1,892

Income from discontinued operations, net of tax	$	1,578,426

Loss from discontinued operations before income taxes attributable to noncontrolling interests	$	(141,783	)
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd.		1,722,101

Income from discontinued operations before income taxes	$	1,580,318

(1)	Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash amortization of debt discounts and issuance costs.

In the accompanying consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. The significant cash flow items from discontinued operations were as follows (in thousands):


	Year Ended March 31, 2020
Gain on sale of business	$	(1,985,949	)
Share-based compensation	$	54,821
Acquired in-process research and development	$	16,405

Certain Balance Sheet Components

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Certain Balance Sheet Components

Note 7—Certain Balance Sheet Components

(A) Other Current Assets

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


	December 31, 2021		March 31, 2021
Prepaid expenses	$	50,952	$	39,544
Trade and other receivables, net		8,921		11,222
Income tax receivable		2,627		1,803
Other		7,834		1,681

Total other current assets	$	70,334	$	54,250

(B) Accrued Expenses

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


	December 31, 2021		March 31, 2021
Research and development expenses	$	67,796	$	20,755
Compensation-related expenses		31,115		38,552
Professional services expenses		5,411		10,267
Other general and administrative expenses		8,357		7,362

Total accrued expenses	$	112,679	$	76,936

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


	December 31, 2021		March 31, 2021
Deferred revenue	$	4,972	$	5,918
Income tax payable		813		207
Other		6,650		3,037

Total other current liabilities	$	12,435	$	9,162

Note 7—Balance Sheet Components

(A) Other Current Assets

Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Prepaid expenses	$	39,544	$	16,344
Receivables for value added tax (VAT) paid		807		5,978
Note receivable		—		5,000
Trade receivables, net		11,222		3,669
Income tax receivable		1,803		632
Other		874		2,140

Total other current assets	$	54,250	$	33,763

(B) Accrued Expenses

Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Research and development expenses	$	20,755	$	21,607
Compensation-related expenses		38,552		29,113
Professional services expenses		10,267		5,135
Other general and administrative expenses		7,362		12,766

Total accrued expenses	$	76,936	$	68,621

Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Deferred revenue	$	5,918	$	3,621
Income tax payable		207		1,497
Other		3,037		234

Total other current liabilities	$	9,162	$	5,352

Long-Term Debt and Loan Commitment

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt and Loan Commitment

Note 8—Long-Term Debt and Loan Commitment

(A) Long-Term Debt

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


	December 31, 2021			March 31, 2021
Principal amount	$	211,900		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(12,858	)		(1,210	)

Total debt, net		204,042			170,280
Less: current portion		—			—

Total long-term debt, net	$	204,042		$	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 December 31, 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 December 31, 2021 and March 31, 2021, the fair value of the debt was $171.9 million and $150.1 million, respectively. Refer to Note 13, “Fair Value Measurements” for additional details regarding the fair value measurement.

(B) Loan Commitment

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

Co-Investment

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

one-time

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

Note 8—Long-Term Debt

(A) Long-Term Debt

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


	March 31, 2021			March 31, 2020
Principal amount	$	171,490		$	110,490
Less: unamortized debt discount and issuance costs		(1,210	)		(1,898	)

Total debt, net		170,280			108,592
Less: current portion		—			—

Total long-term debt, net	$	170,280		$	108,592

Dermavant

In May 2019, Dermavant and certain of its subsidiaries 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 bears interest at a variable per annum rate at the greater of (i) 9.95% or (ii) the prime rate plus 4.45%. Dermavant is obligated to pay an end of term charge of $1.4 million with the debt maturing 36 months from closing, subject to extension with the achievement of a clinical milestone. Dermavant is obligated to make monthly payments of accrued interest for the first 15 months after closing (the “Interest-only Period”), followed by monthly installments of principal and interest through the maturity date, subject to extension upon certain milestone achievements. In January 2020, the Interest-only Period was extended through June 2021 upon Dermavant’s receipt of net proceeds from equity or debt financings, capital contributions, and proceeds from business development or similar transaction of at least $110.0 million. In July 2020, the clinical milestone was achieved and the term loan maturity was extended to June 1, 2023 and the Interest-only Period was further extended through December 2021. As of March 31, 2021 and March 31, 2020, an aggregate principal amount of $20.0 million and end of term charge of $1.4 million remained outstanding. In May 2021, Dermavant

repaid all amounts outstanding under the Hercules Loan Agreement using the proceeds from the $40.0 million Credit Facility entered into by Dermavant and certain of its subsidiaries in May 2021. Refer to Note 19, “Subsequent Events” for additional detail.

In connection

with Dermavant’s acquisition of tapinarof from GSK, 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 March

2021

and

2020

, the fair value of the debt was $

150.1

million and $

89.1

million, respectively. Refer to Note

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

(B) Debt Maturities

Annual maturities, including the end of term charge, of debt outstanding as of March 31, 2021 are as follows (in thousands). Long-term debt held by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable.


Years Ending March 31,
2022	$	3,129
2023		13,306
2024		4,955
2025		—
2026		—
Thereafter		—

Total	$	21,390

Related Party Transactions

12 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 9—Related Party Transactions

Transition Services Agreement and Strategic Cooperation Agreement with 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 $1.4 million and $0.2 million, net of amounts billed by Sumitovant to RSL, respectively, during the years ended March 31, 2021 and 2020 for costs incurred on behalf of Sumitovant, which were recorded as offsets to the general and administrative expenses initially charged. Additionally, during the years ended March 31, 2021 and 2020, the Company paid Sumitomo a $1.0 million access fee pursuant to the strategic cooperation agreement.

Shareholders' Equity and Redeemable Noncontrolling Interest

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Shareholders' Equity and Redeemable Noncontrolling Interest

Note 9—Shareholders’ Equity and Redeemable Noncontrolling Interest

(A) RSL Common Stock

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

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

2.9262-for-1

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

(B) Consolidated Vant Equity Transaction

Proteovant

In July 2021, Proteovant Sciences, Inc. (“Proteovant”) collected the subscription receivable relating to the second $100.0 million payment due under a subscription agreement entered into with SK, Inc. (“SK”) in December 2020 pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date.

Note 10—Shareholders’ Equity and Redeemable Noncontrolling Interest

(A) Sumitomo Transaction Agreement and Roivant Equity Repurchase

In December 2019, RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement; see Note 5, “Sumitomo Transaction Agreement.” Pursuant to the Sumitomo Transaction Agreement,

RSL issued 78,867,360

ommon shares to Sumitomo at closing at a price per share of $12.68

or allocated net proceeds of approximately $999.2 million, after offering expenses incurred. In connection with the Sumitomo Closing Date, RSL’s board of directors approved a repurchase of up to $1.0 billion of the Company’s equity securities using the proceeds received from Sumitomo.

In February 2020, the Company launched

one-time

offers to purchase up to $1.0 billion of issued and outstanding equity securities of the Company (the “Roivant Equity Repurchase”)

The offers included (i) an offer to repurchase up to approximately 11.23% of the common stock held by each holder (and its affiliates) of the Company’s common stock as of December 26, 2019, at a price per share of $12.68 representing fair value of the common stock, (ii) an offer to purchase vested stock options whose fair market value (as determined as of December 27, 2019) was less than or equal to the fair market value of approximately 11.23% of the earliest-granted of such holder’s outstanding vested and unvested stock options, at a purchase price equal to such vested option’s fair market value, and (iii) an offer to holders of performance restricted stock units (“pRSUs”) to surrender 100% of their existing pRSUs in exchange for newly issued performance stock options and capped value appreciation rights. The offer to the holders of pRSUs included an offer by the Company to immediately purchase approximately 11.23% of the newly issued performance stock options and capped value appreciation rights for cash. The Company additionally entered into an agreement with the Company’s Founder to repurchase a portion of his common stock held and exchange his pRSUs for performance stock options and capped value appreciation rights. A summary of payments made during the year ended March 31, 2020 relating to the purchase of equity securities by the Company is as follows (in thousands):


	Cash Payment
Common stock	$	950,722
Other equity instruments		39,292

Total cash paid	$	990,014

(B) Consolidated Vant Equity Transactions

Cytovant Sciences HK Limited

In March 2020, Cytovant Sciences HK Limited (“Cytovant”), a subsidiary of the Company, issued and sold 20,085,301 Series

A-1

preference shares at a purchase price of $

1.17

per share to third party investors for aggregate net proceeds of $22.5 million after deducting offering costs. The preferred stock is convertible into ordinary shares of Cytovant at any time at the option of the investor, or automatically upon a qualified initial public offering (“Qualified IPO”) as defined in the subscription agreement. If a Qualified IPO is not completed within five years of the initial investment, Series A preference shareholders can force a sale or liquidation of Cytovant. The Series

A-1

preference shares are classified as redeemable noncontrolling interest in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest as the Company can be obligated to repurchase the Series A-1 preference shares upon the occurrence of certain contingent events outside the Company’s control. No dividends shall accrue or be payable on the convertible and redeemable preferred stock unless otherwise determined by the board of directors of Cytovant. The Company did not accrete changes in the redemption value as of March 31, 2021 as the Company considers the events leading to a redemption of the convertible and redeemable preferred stock as not probable.

Immunovant

In September 2019, Immunovant Sciences Ltd. (“ISL”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Health Sciences Acquisitions Corporation (“HSAC”), and in December 2019, ISL

and HSAC completed the transactions contemplated by the Share Exchange Agreement (the “Business Combination”). At closing, HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for 42,080,376 shares of HSAC’s common stock issued to HSAC, ISL, and the shareholders of ISL (together, the “Sellers”) and 10,000 shares of HSAC Series A preferred shares issued to RSL. Additionally, as part of its initial public offering in May 2019, HSAC issued common stock warrants, which are classified in equity. Upon completion of the Business Combination,

11,500,000

warrants were outstanding for the purchase of

one-half

of one share of common stock (an aggregate of

5,750,000

common shares) at a price of $

11.50

per whole share. Upon closing, ISL became a wholly owned subsidiary of HSAC and HSAC was renamed “Immunovant, Inc.” The Business Combination was accounted for as a reverse recapitalization and HSAC was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing equity for the net assets of HSAC, accompanied by a recapitalization. Immunovant, Inc. received $

111.0

million in cash as a result of the Business Combination, consisting of the funds held in HSAC’s trust account. The proceeds included $

5.1

million related to common shares purchased by RSL.

The sellers were entitled to receive an additional 20,000,000 shares of Immunovant, Inc.’s common stock (the “Earnout Shares”) if the volume-weighted average price of Immunovant, Inc.’s shares equaled or exceeded the following prices for any 20 trading days within any 30

trading-day

period (the “Trading Period”) following the closing of the Business Combination:

(i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and

(ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share.

In May 2020 and September 2020, Immunovant, Inc. achieved the first earnout milestone and second earnout milestone, respectively, under the Share Exchange Agreement and, as a result, all of the 20,000,000 earnout shares of Immunovant, Inc.’s common stock were issued to former stockholders of ISL, including 17,547,938 shares of common stock issued to RSL. In addition, upon the achievement of the first earnout milestone and second earnout milestone and pursuant to the restricted stock agreement entered into between HSAC and Health Sciences Holdings, LLC (the “Sponsor”), all of the 1,800,000 shares of the Sponsor’s restricted shares vested and are no longer subject to forfeiture.

Immediately prior to the closing of the Business Combination, as described above, ISL’s convertible promissory notes were automatically converted into an aggregate of 7,156,495 common shares of ISL, which were then exchanged for an aggregate of 3,499,995 shares of Immunovant, Inc. common stock upon the closing of transactions contemplated by the Share Exchange Agreement. The conversion of ISL’s convertible promissory notes resulted in an increase to equity by $

35.6

million, the carrying amount of the convertible promissory notes. The conversion included a convertible promissory note held by RSL for $2.5 million.

In April 2020, Immunovant, Inc. completed an underwritten public offering of 9,613,365 shares of its common stock, including 1,034,483 shares of common stock purchased by RSL, at a price of $14.50 per share for net proceeds to Immunovant, Inc. of approximately $131.0 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $15.0 million received from RSL.

In May 2020, Immunovant, Inc.’s 11,500,000 outstanding warrants became exercisable for an aggregate of 5,750,000 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share. An aggregate of 11,438,290 outstanding warrants were exercised for an aggregate of 5,719,145 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share, for net proceeds of approximately $65.8 million. The remaining 61,710 warrants were cancelled.

In September 2020, Immunovant, Inc. completed an underwritten public offering of 6,060,606 shares of its common stock, including 380,000 shares of common stock purchased by RSL, at a price of $33.00 per share for

net proceeds to Immunovant, Inc. of approximately $188.1 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $12.5 million received from RSL.

Sinovant

Sinovant, a subsidiary of the Company, previously issued and sold preferred stock convertible into ordinary shares of Sinovant at any time at the option of the investors or automatically upon a qualified initial public offering (“Qualified IPO”) as defined in the subscription agreement relating to the sale of the preferred stock. The convertible preferred stock was redeemable at the option of the investor if a Qualified IPO was not completed within five years of the initial investment and was payable in cash equal to the investment amount plus an annualized return of 12%. As such events are not within the control of the Company, the preferred stock was previously classified as redeemable noncontrolling interest in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest. No dividends accrued or were payable on the convertible preferred stock. In January 2020, Sinovant’s parent company, Roivant China Holdings Ltd. (“RCHL”), purchased all preferred stock of Sinovant held by third parties at a purchase price of $12.26 per preferred share for an aggregate purchase price of $132.9 million. Consideration paid in excess of the carrying value for the repurchase of redeemable noncontrolling interest of $77.8 million is considered a deemed dividend. See Note 18, “Earnings per Common Share” for resulting impact to earnings per share.

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

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Share-based Payment Arrangement [Abstract]

Share-Based Compensation

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Share-Based Compensation

Note 10—Share-Based Compensation

(A) Share-Based Compensation Expense

Share-based compensation expense during the three and nine months ended December 31, 2021 and 2020 was as follows (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2021		2020		2021		2020
Share-based compensation expense recognized as:
Research and development expenses	$	17,669	$	3,754	$	47,441	$	6,760
General and administrative expenses		53,547		13,570		440,356		38,756

Total	$	71,216	$	17,324	$	487,797	$	45,516

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

one-time

catch-up

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

one-time

catch-up

expense is reflected in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2021.

(B) RSL Equity Incentive Plans

RSL has three equity incentives plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”), and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (the “2015R Plan”) (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. As of December 31, 2021, there were approximately 60,709,875 common shares available for future grants under the RSL 2021 EIP.

Activity for stock options and performance options under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows:


	Number of Options
Options outstanding at March 31, 2021		69,687,308
Granted		11,999,734
Forfeited		(932,868	)

Options outstanding at December 31, 2021		80,754,174

(D) Restricted Stock Units and Performance Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows:


	Number of Shares
Non-vested balance at March 31, 2021		7,294,028
Granted		19,757,518
Vested		(3,448,650	)
Forfeited		(1,015,215	)

Non-vested balance at December 31, 2021		22,587,681

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

lock-up

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

lock-up

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

(E) Capped Value Appreciation Rights

March 2020 CVAR Grants

In March 2020, the Company granted capped value appreciation rights (“CVARs”) that will pay at settlement the excess in shares of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $12.68, over (b) the hurdle price of either $6.40 or $11.50, as applicable to each grant. As of December 31, 2021, there are 16,223,818

non-vested

CVARs and 16,223,808 vested CVARs relating to the March 2020 grants. CVARs that have vested as of closing of the Business Combination and at any time prior to the expiration of the lockup are expected to be settled on the first business day immediately following expiration of the

lock-up

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

lock-up

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

November 2021 CVAR Grants

In November 2021, the Company made

one-time

grants of 6,317,350 CVARs in the aggregate under the RSL 2021 EIP to eligible participants. The CVARs will vest based on the satisfaction of service-based and performance-based vesting requirements. The performance-based vesting requirement was achieved in December 2021. Vested CVARs will be settled in common shares, up to a specified cap price. The grant date fair value of the CVARs granted in November 2021 is $31.3 million, which will be recognized over the requisite service period.

(F) Subsidiary Equity Incentive Plans

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

non-qualified

and incentive stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $12.9 million and $32.4 million for the three and nine months ended December 31, 2021, respectively, and $9.0 million and $21.4 million for the three and nine months ended December 31, 2020, respectively, related to subsidiary EIPs.

Note 11—Share-Based Compensation

(A) RSL 2015 Equity Incentive Plan

As of March 31, 2021, 66,717,360

f 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 March 31, 2021, a total of 30,129,783

ommon 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 March 31, 2021, an aggregate of 77,714,699

f the Company’s common shares (the “Special Reserve”) were 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 March 31, 2021, there are no common shares available for future grant under the Special Reserve.

Stock Options

For the years ended March 31, 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 $32.3 million and $31.8 million, respectively, and was included in research and development and general and administrative expenses in the accompanying consolidated statements of operations.

At March 31, 2021, total unrecognized compensation expense related to

non-vested

stock options was approximately $70.8 million and is expected to be recognized over the remaining weighted-average service period of 2.96 years.

The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table.


	Years Ended March 31,
Assumptions	2021			2020
Expected stock price volatility		74.84	%		66.47	%
Expected risk free interest rate		0.43	%		2.27	%
Expected term, in years		6.25			6.72
Expected dividend yield		—	%		—	%

A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Stock options outstanding at March 31, 2020		23,926,758		$	8.38	$	5.65		7.93
Granted		4,338,396		$	13.23	$	8.67
Forfeited/Canceled		(790,212	)	$	10.21	$	6.78

Stock options outstanding at March 31, 2021		27,474,942		$	9.10	$	6.12		7.26

Stock options exercisable at March 31, 2021		16,193,146		$	7.35	$	5.11		6.49

At March 31, 2021 and 2020, there were 16,193,146

nd 12,067,511

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


	Years Ended March 31,
	2021		2020
Grant date fair value of stock options vested	$	25,711	$	33,789
Weighted-average grant date fair value per share of stock options granted	$	8.67	$	7.05

Restricted Stock Units

Restricted stock units will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Restricted stock units expire eight years after the date of grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these restricted stock units as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $83.8 million of unrecognized compensation expense related to

non-vested

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			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		2,949,911		$	11.11
Granted		4,255,277		$	13.39
Forfeited		(496,389	)	$	12.43

Non-vested balance at March 31, 2021		6,708,799		$	12.48

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. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these Performance Options as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $337.8 million of unrecognized compensation expense related to

non-vested

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.

The Company estimated the fair value of each Performance Option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table.


	Year Ended March 31,
Assumptions	2020
Expected stock price volatility		73.60	%
Expected risk free interest rate		0.62	%
Expected term		6 years
Expected dividend yield		—	%

A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Performance Options outstanding at March 31, 2020		42,485,108		$	13.32	$	8.13		6.00
Granted		—		$	—	$	—
Forfeited		(272,742	)	$	15.85	$	7.58

Performance Options outstanding at March 31, 2021		42,212,366		$	13.30	$	8.01		5.00

No Performance Options were exercisable at March 31, 2021.

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 in common shares the excess of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $12.68, over (b) the hurdle price of either $6.40 or $11.50, as applicable to each grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these CVARs as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $23.0 million of unrecognized compensation expense related to

non-vested

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		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		32,447,626	$	0.72
Granted		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		32,447,626	$	0.72

(B) RSL 2015 Restricted Stock Unit Plan

Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of March 31, 2021, there are 585,229

f the Company’s common shares reserved for issuance in connection with pRSUs that may be granted to employees, officers, directors and consultants of the Company under the pRSU Plan. The pRSUs expire eight years after the date of grant. At March 31, 2021, none of the Company’s common shares were reserved for future grants under this plan.

As part of the Roivant Equity Repurchase, 49,875,513 existing pRSUs were surrendered and exchanged for newly issued Performance Options and CVARs issued under an amended and restated RSL 2015 EIP (see above), of which approximately 11.23% were then immediately purchased by the Company, during the year ended March 31, 2020. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for additional detail regarding the Roivant Equity Repurchase.

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


	Number of pRSUs			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		780,831		$	4.76
Granted		—		$	—
Forfeited		(195,602	)	$	4.76

Non-vested balance at March 31, 2021		585,229		$	4.76

These pRSUs 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 March 31, 2021, the performance conditions had not been met and were deemed not probable of being met. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these pRSUs. During the year ended March 31, 2020, the Company recorded $12.3 million of share-based compensation expense relating to cash payments made for the purchase of a portion of the Performance Options and CVARs issued in replacement of pRSUs. At March 31, 2021, there was approximately $2.8 million of unrecognized compensation expense related to

non-vested

pRSUs. 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 March 31, 2021 is as follows:


	Number of Restricted Common Stock		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		—	$	—
Granted		1,720,090	$	13.16
Vested		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		1,720,090	$	13.16

For the year ended March 31, 2021, the Company recorded share-based compensation expense of $0.1 million in relation to the RSL restricted common stock. At March 31, 2021, total unrecognized compensation expense related to

non-vested

restricted common stock was approximately $6.9 million and is expected to be recognized over the remaining weighted-average service period of 3.39 years. $15.6 million of the fair value associated with these restricted common stock was attributed to precombination service. Refer to Note 4, “Asset Acquisitions and License Agreements.”

(D) Subsidiary Equity Incentive Plans

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 years ended March 31, 2021 and 2020, the Company recorded share-based compensation expense of $29.1 million and $22.1 million, respectively, in relation to subsidiary EIPs.

(E) Share-Based Compensation Expense

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


	Years Ended March 31,
	2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	22,637	$	7,738
G&A expenses		62,321		60,013

Total	$	84,958	$	67,751

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

Income Taxes

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Income Taxes

Note 11—Income Taxes

The Company’s effective tax rate for the three and nine months ended December 31, 2021 was (0.01)% and (0.1)%, respectively, and the effective tax rate for three and nine months ended December 31, 2020 was 0.1%

and (0.5)%, respectively. The effective tax rate is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets.

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

Note 12—Income Taxes

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


	Years Ended March 31,
	2021			2020
Loss before income taxes:
United States	$	(212,921	)	$	(69,264	)
Switzerland		(424,494	)		(355,422	)
Bermuda		(227,471	)		(105,604	)
Other (1)		(33,661	)		(30,696	)

Total loss before income taxes	$	(898,547	)	$	(560,986	)

(1)	Primarily Greater China and United Kingdom activity


	Years Ended March 31,
	2021		2020
Current taxes:
United States	$	1,365	$	6,327
Switzerland		—		—
Bermuda		—		—
Other (1)		321		797

Total current tax expense	$	1,686	$	7,124

Deferred taxes:
United States	$	—	$	—
Switzerland		—		—
Bermuda		—		—
Other (1)		—		—

Total deferred tax benefit	$	—	$	—

Total income tax expense	$	1,686	$	7,124

(1)	Primarily Greater China, United States state and local and United Kingdom activity

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


	Year Ended March 31, 2021					Year Ended March 31, 2020
Income tax benefit at Bermuda statutory rate	$	—		—	%	$	—		—	%
Foreign rate differential (1)		(150,778	)	16.78	%		(74,922	)	13.36	%
Permanent disallowed IPR&D		111,432		(12.40	)%		—		—	%
Nondeductible changes in the fair value of investments and loss from equity method investment		(22,472	)	2.50	%		20,840		(3.72	)%
Nontaxable (loss) gain on deconsolidation of business		(16,438	)	1.83	%		29,041		(5.18	)%
Permanent adjustments		2,923		(0.33	)%		(20,395	)	3.64	%
R&D tax credits		(10,555	)	1.17	%		(5,990	)	1.07	%
Rate changes		2,443		(0.27	)%		(29,238	)	5.21	%
Valuation allowance		85,046		(9.46	)%		87,677		(15.63	)%
Other		85		(0.01	)%		111		(0.02	)%

Total income tax expense	$	1,686		(0.19	)%	$	7,124		(1.27	)%

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

The Company’s effective tax rates were (0.19)% and (1.27)% for the years ended March 31, 2021 and 2020, respectively, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets.

Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands):


	March 31, 2021			March 31, 2020
Deferred tax assets
Research tax credits	$	19,063		$	6,303
Intangible assets		50,564			43,626
Net operating loss		202,906			116,619
Share-based compensation		26,623			18,413
Lease liabilities		16,638			17,194
Other		7,303			7,060

Subtotal		323,097			209,215
Valuation allowance		(303,287	)		(187,831	)

Deferred tax liabilities
Depreciation		(1,214	)		(1,833	)
Right-of-use assets		(13,908	)		(15,409	)
Other		(4,688	)		(4,142	)

Total deferred tax assets (liabilities)	$	—		$	—

The Company has Federal net operating losses in Switzerland, the United States, the United Kingdom and other jurisdictions in the amount of $1,181.1 million, $122.2 million, $28.6 million, and $75.8 million, respectively. The Switzerland net operating losses will expire in varying amounts between March 31, 2025 and March 31, 2028. The United States net operating losses can be carried forward indefinitely with utilization limited to 80%

of future taxable income for tax years beginning on or after January 1, 2021, while the United Kingdom and other net operating losses can be carried forward indefinitely as well, with an annual limitation on utilization. The Company has generated net operating losses from United States state and local jurisdictions in the amount of $69.7 million which will expire in varying amounts between March 31, 2035 and March 31, 2041. The Company has generated $19.1 million of research tax credit carryforwards primarily in the United States, which will expire in varying amounts between March 31, 2035 and March 31, 2041.

The Company assesses the realizability of the deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and record a valuation allowance as necessary. Due to the Company’s cumulative loss position which provides significant negative evidence difficult to overcome, the Company has recorded a valuation allowance of $303.3 million as of March 31, 2021, representing the portion of the deferred tax asset that is not more likely than not to be realized. The amount of the deferred tax asset considered realizable could be adjusted for future factors that would impact the assessment of the objective and subjective evidence of the Company. For the period April 1, 2020 through March 31, 2021, the valuation allowance increased by $115.5 million primarily as a result of corresponding increases in our global net operating losses, as well as our Research Tax Credits. For the period April 1, 2019 through March 31, 2020, the valuation allowance decreased by $168.0 million primarily as a result of the Sumitomo Transaction and the deconsolidation of Sio. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the amount, if any, required for a valuation allowance.

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

The Company

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

The Company is subject to tax examinations for tax years ended March 31, 2018 and forward in major taxing jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgments. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes it has appropriately recorded its tax position using reasonable estimates and assumptions, however, the potential tax benefits may impact the results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire. There are no unrecognized tax benefits recorded as of March 31, 2021 and 2020.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
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-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Leases

12 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

Note 13—Leases

The Company’s operating leases consist primarily of real estate leases, including those entered into by certain wholly owned and majority-owned or controlled subsidiaries of RSL. The Company determines if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For real estate leases, the Company elected the expedient to account for lease and

non-lease

components as a single component.

Right-of-use

(“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are based on the estimated present value of fixed lease payments over the expected lease term and are recognized at the lease commencement date.

As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate in determining the present value of fixed lease payments based on information available at the lease commencement date. The Company’s incremental borrowing rates are determined based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Certain leases include one or

more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the ROU asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Leases generally provide for payments of nonlease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. For lease agreements entered into or modified after April 1, 2019, the Company accounts for lease components and nonlease components together as a single lease component and, as such, includes fixed payments of nonlease components in the measurement of the ROU assets and lease liabilities. Variable lease payments, such as periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.

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


	Years Ended March 31,
	2021		2020
Operating lease cost	$	11,931	$	11,515
Short-term lease cost		237		872
Variable lease cost		704		379

Total operating lease cost	$	12,872	$	12,766

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


	During the Year Ended March 31,
	2021		2020
Cash paid for operating lease liabilities	$	8,830	$	8,108
Operating lease ROU assets obtained in exchange for operating lease liabilities	$	5,491	$	56,025


	March 31, 2021			March 31, 2020
Weighted average remaining lease term (in years)		9.6			10.2
Weighted average discount rate		7.1	%		7.1	%

As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands):


Years Ending March 31,
2022	$	13,386
2023		11,814
2024		11,718
2025		9,734
2026		8,617
Thereafter		51,674

Total lease payments		106,943
Less: present value adjustment		(29,348	)
Less: tenant improvement allowance		(2,898	)

Total	$	74,697

Commitments & Contingencies	9 Months Ended	12 Months Ended
Commitments & Contingencies	Dec. 31, 2021	Mar. 31, 2021
Commitments & Contingencies	Note 12—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition and license agreements. Additionally, the Company, through its subsidiaries, enters into agreements with contract service providers to assist in the performance of its R&D activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources. (B) Loss Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible. The Company is currently not involved in any legal proceedings with a probable and estimable material loss. (C) Intellectual Property Agreements As of December 31, 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. (E) Litigation As the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), has previously disclosed, in February 2021, a putative securities class action complaint was filed against Immunovant, and certain of its current and former officers in the U.S. District Court for the Eastern District of New York on behalf of a class consisting of those who acquired Immunovant’s securities from October 2, 2019 and February 1, 2021. The complaint alleged that Immunovant and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making false and misleading statements regarding the safety of batoclimab and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On December 29, 2021, the U.S. District Court appointed a lead plaintiff. On February 1, 2022, the lead plaintiff filed an amended complaint adding both (i) the Company and (ii) Immunovant’s directors and underwriters as defendants, and asserting additional claims under Section 11, 12(a)(2), and 15 of the Securities Act of 1933. Pending court approval of the parties’ stipulation, defendants are not required to respond to this amended complaint. The deadline for lead plaintiff to file the operative amended complaint is March 15, 2022. The Company expects defendants, including the Company, to file a motion to dismiss that amended complaint. The Company intends to vigorously defend the case and has not recorded a liability related to this lawsuit because, at this time, the Company is unable to reasonably estimate possible losses or determine whether an unfavorable outcome is either probable or remote.	Note 14—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries has entered into commitments under various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions 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. (C) Intellectual Property Agreements As of March 31, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions 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

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Fair Value Measurements

Note 13—Fair Value Measurements

Recurring Fair Value Measurements

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


	As of December 31, 2021								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of December 31, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,448,771	$	—	$	—	$	1,448,771	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Datavant Class A units		—		—		215,681		215,681		—		—		—		—
Investment in Sio common shares		23,965		—		—		23,965		48,487		—		—		48,487
Investment in Arbutus common shares		151,116		—		—		151,116		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		—		—		—		—		76,037		—		76,037
Other investment		7,981		—		—		7,981		11,129		—		—		11,129

Total assets at fair value	$	1,631,833	$	—	$	215,681	$	1,847,514	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	171,900	$	171,900	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value (1)		42,098		—		52,502		94,600		—		—		67,893		67,893

Total liabilities at fair value	$	42,098	$	—	$	224,402	$	266,500	$	—	$	—	$	217,993	$	217,993


(1) At December 31, 2021, Level 1 includes the fair value of the Public Warrants of $42.1 million, and Level 3 includes the fair value of the Earn-Out Shares of $23.1 million, Private Placement Warrants of $21.0, and other liability instruments issued of $8.4 million. At March 31, 2021, Level 3 includes the fair value of the Sumitomo Options of $62.4 million and other liability instrument issued of $5.5 million.

There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the nine months ended December 31, 2021.

Level 3 Disclosures

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

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

The changes in fair value of the Level 3 assets during the nine months ended December 31, 2021 were as follows (in thousands):


Balance at March 31, 2021	$	—
Fair value of investment in Datavant at recognition date		224,147
Changes in fair value of investment in Datavant, included in net loss		(8,466	)

Balance at December 31, 2021	$	215,681

There were no Level 3 assets held during the nine months ended December 31, 2020.

The changes in fair value of the Level 3 liabilities during the nine months ended December 31, 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		31,577
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at December 31, 2020	$	219,725

Balance at March 31, 2021	$	217,993
Fair value of liability instrument issued		38,634
Changes in fair value of debt and liability instruments, included in net loss		29,247
Termination of DSP Options		(61,472	)

Balance at December 31, 2021	$	224,402

Investment in Datavant

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


	Point Estimate Used
Input	As of December 31, 2021
Volatility		100.0	%
Risk-free rate		0.41	%

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of December 31, 2021 and March 31, 2021 represents the fair value of amounts payable to NovaQuest using the Monte Carlo simulation method under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 10% to 12%. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest.

Earn-Out

The fair value of the

Earn-Out

Shares issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to include the

lock-up

periods to which the

Earn-Out

Shares are subject. Refer to Note 3, “Business Combination with MAAC” for additional details. Significant unobservable inputs used to calculate the fair value of the

Earn-Out

Shares included the following:


	Point Estimate Used
Input	As of December 31, 2021
Volatility		80.6	%
Risk-free rate		1.22	%

As of December 31, 2021, the fair value of the

Earn-Out

Shares was $23.1 million.

Earn-Out

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

Private Placement Warrants

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


	Point Estimate Used
Input	As of December 31, 2021
Volatility		32.5	%
Risk-free rate		1.22	%
Term (in years)		4.75

As of December 31, 2021, the fair value of the Private Placement Warrants was $21.0 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets.

Note 15—Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and 2020, by level, within the fair value hierarchy (in thousands):


	As of March 31, 2021								As of March 31, 2020
	Level 1		Level 2		Level 3		Balance as of March 31, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2020
Assets:
Money market funds	$	1,420,597	$	—	$	—	$	1,420,597	$	1,874,662	$	—	$	—	$	1,874,662
Investment in Sio common shares		48,487		—		—		48,487		45,329		—		—		45,329
Investment in Arbutus common shares		53,325		—		—		53,325		16,174		—		—		16,174
Investment in Arbutus convertible preferred shares		—		76,037		—		76,037		—		23,062		—		23,062
Other investments		11,129		—		—		11,129		8,880		—		—		8,880

Total assets at fair value	$	1,533,538	$	76,037	$	—	$	1,609,575	$	1,945,045	$	23,062	$	—	$	1,968,107

Liabilities:
Debt held by Dermavant with NovaQuest	$	—	$	—	$	150,100	$	150,100	$	—	$	—	$	89,100	$	89,100
Liability instruments measured at fair value		—		—		67,893		67,893		—		—		102,373		102,373

Total liabilities at fair value	$	—	$	—	$	217,993	$	217,993	$	—	$	—	$	191,473	$	191,473

There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the years ended March 31, 2021 and 2020.

Level 3 Disclosures

The Company measures its Level 3 liabilities, including debt issued by Dermavant to NovaQuest and the Sumitomo Options, 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 years ended March 31, 2021 and 2020 were as follows (in thousands):


Balance at March 31, 2019	$	103,628
Issuance of liability instruments measured at fair value		101,567
Changes in fair value of debt and liability instruments, included in net loss		(13,722	)

Balance at March 31, 2020		191,473
Changes in fair value of debt and liability instruments, included in net loss		29,845
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at March 31, 2021	$	217,993

Debt issued by Dermavant to NovaQuest

The fair value of the debt instrument as of March 31, 2021 and 2020 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 6% to 17%. 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

The fair value of the options to acquire the Company’s interest in Dermavant, Genevant, Lysovant, Metavant, Cytovant Parent, and Sinovant (collectively, the “Option Vants”) granted to Sumitomo under the Sumitomo Transaction Agreement as of March 31, 2021 and 2020 was calculated using significant unobservable inputs including the following:


	Range or Point Estimate Used
Input	As of March 31, 2021	As of March 31, 2020
Time to expiration (in years)	3.59	0.49 - 4.59
Risk-free rate	0.52%	0.15% - 0.35%
Volatility	89.0% - 95.0%	91.0% - 110.0%

As of March 31, 2021 and 2020, the fair value of the Sumitomo Options was $62.4 million and $95.9 million, respectively. Sumitomo Options are included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets.

In June 2021, the Company completed a transaction with Sumitomo pursuant to which Sumitomo terminated all of its existing options to acquire the Company’s equity interests in certain subsidiaries. See Note 19, “Subsequent Events” for additional information.

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

Other Income and Expenses [Abstract]

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Mar. 31, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan	Note 16—Defined Contribution Plan The Company and certain of its subsidiaries sponsor defined contribution plans pursuant to Section 401(k) of the U.S. Internal Revenue Code. Employee contributions are voluntary and subject to the maximum allowable under federal tax regulations. For the years ended March 31, 2021 and 2020, the Company recorded total expense for employer matching contributions of $1.7 million and $1.7 million, respectively.

Other (Income) Expense, Net

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Other Expense, Net

Note 14—Other (Income) Expense, Net

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


	Three Months Ended December 31,						Nine Months Ended December 31,
	2021			2020			2021			2020
Loss from equity method investment	$	—		$	—		$	—		$	3,750
Interest income		(66	)		(159	)		(199	)		(1,359	)
Interest expense		1,501			737			5,566			2,136
Other income		(2,464	)		(6,366	)		(2,838	)		(8,230	)

Total	$	(1,029	)	$	(5,788	)	$	2,529		$	(3,703	)

Note 17—Other Expense, Net

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


	Years Ended March 31,
	2021			2020
Loss from equity method investment	$	3,750		$	21,386
Interest income		(1,418	)		(17,990	)
Interest expense		2,809			7,683
Other expense		3,560			2,543

Total	$	8,701		$	13,622

Net Loss per Common Share

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Common Share

Note 15—Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period.

For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. All outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss.

As of December 31, 2021 and 2020, potentially dilutive securities were as follows:


	December 31, 2021		December 31, 2020
Stock options and performance stock options		80,754,174		69,852,354
Restricted stock units and performance stock units (non-vested) (1)		22,587,681		6,458,269
March 2020 CVARs (2)		32,447,626		32,447,626
November 2021 CVARs		6,317,350		—
Restricted common stock (non-vested)		988,540		—
Earn-Out Shares (non-vested)		3,080,387		—
Private Placement Warrants		10,214,365		—
Public Warrants		20,535,896		—
Other instruments issued		5,134,088		5,470,387

(1)	Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and nine months ended December 31, 2021.

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

Note 18—Earnings per Common Share

The computations of the numerator to derive the basic and diluted earnings per share amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands):


	Years Ended March 31,
	2021			2020
Loss from continuing operations, net of tax	$	(900,233	)	$	(568,110	)
Net loss from continuing operations, net of tax, attributable to noncontrolling interest		(90,999	)		(48,716	)

Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.		(809,234	)		(519,394	)
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1)		—			(77,777	)

Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.	$	(809,234	)	$	(597,171	)

Income from discontinued operations, net of tax	$	—		$	1,578,426
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest		—			(141,477	)

Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd.	$	—		$	1,719,903

Basic and diluted income from discontinued operations, net of tax	$	—		$	1,719,903

Basic and diluted net (loss) income attributable to Roivant Sciences	$	(809,234	)	$	1,122,732

(1)

Consideration paid in excess of carrying value for the repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock of $77.8 million is considered a deemed dividend and, for purposes of calculating net loss per share, increases the loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. for the year ended March 31, 2020. See Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest.”

Basic net (loss) income per common share is computed by dividing net (loss) income attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net (loss) income per common share is computed by dividing the net income (loss) attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period.

For periods of loss from continuing operations, 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 loss from continuing operations. Refer to Note 11, “Share-Based Compensation” and Note 5, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents.

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Dec. 31, 2021	Mar. 31, 2021
Subsequent Events	Note 16—Subsequent Events On February 14, 2022, the Company entered into a committed equity facility (the “Facility”) with an affiliate of Cantor Fitzgerald & Co. (“Cantor”). Under the terms of the Facility, Cantor has committed to purchase up to an aggregate of $250.0 million in the Company’s common shares from time to time at the request of the Company, subject to certain limitations and the satisfaction of certain conditions. Any sales of the Company’s common shares to Cantor under the Facility will be made at 99% of the volume-weighted average price of the Company’s common shares on Nasdaq on a given trading day. In consideration for entry into the Facility, the Company agreed to pay Cantor an upfront commitment fee in the form of 145,986 common shares.	Note 19—Subsequent Events The Company has evaluated subsequent events for appropriate disclosures through June 30, 2021, the date that the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2021 have been incorporated in these financial statements. Option Vants Transaction On May 1, 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; (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) we will receive a $5.0 million cash payment; and (iv) Sumitomo entered into an agreement with the Company to pursue future collaborations with Genevant. Dermavant On May 14, 2021, Dermavant entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with three institutional investors. Under the terms of the RIPSA, the participants purchased 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, subject to approval of tapinarof by the FDA. Dermavant concurrently entered into a $40.0 million senior secured credit facility (the “Credit Facility”) with one of the institutional investors. The Credit Facility has a five-year maturity and bears an interest rate of 10% per annum. In connection with the funding of the Credit Facility, Dermavant issued to the institutional investor a warrant to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 per common share. The proceeds from the Credit Facility were used to repay all amounts outstanding under the loan and security agreement with Hercules, with the remainder of net proceeds used for working capital and general corporate purposes. The Company reclassified $3.1 million on the consolidated balance sheets as of March 31, 2021 from current to long-term given that Dermavant had the intent and ability to refinance the short-term obligation on a long-term basis after March 31, 2021 and before the financial statements were issued. Datavant In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies. The merger closed on July 27, 2021. At closing, Roivant received approximately $320 million in cash.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 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.

(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.

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.

(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


	December 31, 2021		March 31, 2021
Cash and cash equivalents	$	2,214,283	$	2,055,044
Restricted cash		11,852		86,632

Cash, cash equivalents and restricted cash	$	2,226,135	$	2,141,676

(E) Cash, Cash Equivalents, and Restricted Cash

Restricted cash classified as a current asset consists of the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted

non-interest


	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	2,055,044	$	2,183,207
Restricted cash		86,632		86,045

Cash, cash equivalents and restricted cash	$	2,141,676	$	2,269,252

Trade Receivables, Net

(F) Trade Receivables, Net

estimated losses that may arise from a customer’s inability to pay and any amounts determined

be uncollectible are written

off

Contingencies

(F) Contingencies

(G) Contingencies

Property and Equipment

(H) Property and Equipment


Property and Equipment		Estimated Useful Life
Computers		3 years
Equipment		5 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvement s		Lesser of estimated useful life or remaining lease term

Investments

(G) Investments

(I) Investments

Research and Development Expenses

(H) Research and Development Expenses

The Company evaluates

in-licensed

agreements for

in-process

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

in-licensed

(J) Research and Development Expenses

The Company evaluates

in-licensed

agreements for

in-process

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

in-licensed

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 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.

General and Administrative Expenses

(K) General and Administrative Expenses

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

in-license

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

Income Taxes

(L) Income Taxes

Share-Based Compensation

(M) Share-Based Compensation

pre-vesting

award forfeitures when they occur.

Fair Value Measurements

(I) Fair Value Measurements

•

Level

1-Valuations

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

•

Level

2-Valuations

•

Level

3-Valuations

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

earn-out

(N) Fair Value Measurements

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

•

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.

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, including the Sumitomo Options, 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.

Foreign Currency

(O) Foreign Currency

Revenue Recognition

(P) Revenue Recognition

•

Licenses of intellectual property:

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

non-refundable,

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

•

Milestone payments:

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

re-evaluates

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

catch-up

basis in earnings in the period of the adjustment.

•

Royalties and commercial milestone payments:

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

based on a

pre-specified

Warrant Liabilities

(J) Warrant Liabilities

Recently Adopted Accounting Pronouncements

(K) Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

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

No. 2020-06”).

ASU

No. 2020-06

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

No. 2020-06

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

(Q) Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU

No. 2016-13,

“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU

No. 2016-13”),

which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU

No. 2016-13

replaces

the existing incurred loss impairment model with an expected

loss

model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on

available-for-sale

debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU

No. 2016-13

is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of ASU

No. 2016-13

April 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

(R) Recently Issued Accounting Pronouncements Not Yet Adopted

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 not expected to have a material impact on the Company’s consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Accounting Policies [Abstract]

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


	December 31, 2021		March 31, 2021
Cash and cash equivalents	$	2,214,283	$	2,055,044
Restricted cash		11,852		86,632

Cash, cash equivalents and restricted cash	$	2,226,135	$	2,141,676


	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	2,055,044	$	2,183,207
Restricted cash		86,632		86,045

Cash, cash equivalents and restricted cash	$	2,141,676	$	2,269,252

Schedule of Estimated Useful Lives Used for Asset Type

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


Property and Equipment		Estimated Useful Life
Computers		3 years
Equipment		5 years
Furniture and fixtures		7 years
Software		3 years
Leasehold improvement s		Lesser of estimated useful life or remaining lease term

Discontinued Operations (Tables)

12 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Summary Of Disposal Groups Including Discontinued Operations Income Statement

The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands).


	Year Ended March 31, 2020
Operating expenses:
Research and development	$	265,452
General and administrative		119,885

Total operating expenses		385,337

Loss from operations		(385,337	)

Gain on sale of business		(1,985,949	)
Interest income		(2,305	)
Interest expense (1)		13,733
Other expense		8,866

Income from discontinued operations before income taxes		1,580,318
Income tax expense		1,892

Income from discontinued operations, net of tax	$	1,578,426

Loss from discontinued operations before income taxes attributable to noncontrolling interests	$	(141,783	)
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd.		1,722,101

Income from discontinued operations before income taxes	$	1,580,318

(1)	Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash amortization of debt discounts and issuance costs.

Summary of Cash Flows from Discontinued Operations

The significant cash flow items from discontinued operations were as follows (in thousands):


	Year Ended March 31, 2020
Gain on sale of business	$	(1,985,949	)
Share-based compensation	$	54,821
Acquired in-process research and development	$	16,405

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Certain Balance Sheet Components (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Schedule of Other Current Assets

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


	December 31, 2021		March 31, 2021
Prepaid expenses	$	50,952	$	39,544
Trade and other receivables, net		8,921		11,222
Income tax receivable		2,627		1,803
Other		7,834		1,681

Total other current assets	$	70,334	$	54,250

Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Prepaid expenses	$	39,544	$	16,344
Receivables for value added tax (VAT) paid		807		5,978
Note receivable		—		5,000
Trade receivables, net		11,222		3,669
Income tax receivable		1,803		632
Other		874		2,140

Total other current assets	$	54,250	$	33,763

Schedule of Accrued Expenses

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


	December 31, 2021		March 31, 2021
Research and development expenses	$	67,796	$	20,755
Compensation-related expenses		31,115		38,552
Professional services expenses		5,411		10,267
Other general and administrative expenses		8,357		7,362

Total accrued expenses	$	112,679	$	76,936

Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Research and development expenses	$	20,755	$	21,607
Compensation-related expenses		38,552		29,113
Professional services expenses		10,267		5,135
Other general and administrative expenses		7,362		12,766

Total accrued expenses	$	76,936	$	68,621

Schedule of Other Current Liabilities

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


	December 31, 2021		March 31, 2021
Deferred revenue	$	4,972	$	5,918
Income tax payable		813		207
Other		6,650		3,037

Total other current liabilities	$	12,435	$	9,162

Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands):


	March 31, 2021		March 31, 2020
Deferred revenue	$	5,918	$	3,621
Income tax payable		207		1,497
Other		3,037		234

Total other current liabilities	$	9,162	$	5,352

Long-Term Debt and Loan Commitment (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long Term Debt

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


	December 31, 2021			March 31, 2021
Principal amount	$	211,900		$	170,100
Exit fee / end of term charge		5,000			1,390
Less: unamortized debt discount and issuance costs		(12,858	)		(1,210	)

Total debt, net		204,042			170,280
Less: current portion		—			—

Total long-term debt, net	$	204,042		$	170,280

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


	March 31, 2021			March 31, 2020
Principal amount	$	171,490		$	110,490
Less: unamortized debt discount and issuance costs		(1,210	)		(1,898	)

Total debt, net		170,280			108,592
Less: current portion		—			—

Total long-term debt, net	$	170,280		$	108,592

Schedule of Company's Annual Payments


Years Ending March 31,
2022	$	3,129
2023		13,306
2024		4,955
2025		—
2026		—
Thereafter		—

Total	$	21,390

Shareholders' Equity and Redeemable Noncontrolling Interest (Tables)

12 Months Ended

Mar. 31, 2021

Equity [Abstract]

Shareholders' Equity and Redeemable Non-Controlling Interest

A summary of payments made during the year ended March 31, 2020 relating to the purchase of equity securities by the Company is as follows (in thousands):


	Cash Payment
Common stock	$	950,722
Other equity instruments		39,292

Total cash paid	$	990,014

Share-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Schedule of Fair Value Assumptions


	Years Ended March 31,
Assumptions	2021			2020
Expected stock price volatility		74.84	%		66.47	%
Expected risk free interest rate		0.43	%		2.27	%
Expected term, in years		6.25			6.72
Expected dividend yield		—	%		—	%

Summary of Stock Option Activity

Activity for stock options and performance options under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows:


	Number of Options
Options outstanding at March 31, 2021		69,687,308
Granted		11,999,734
Forfeited		(932,868	)

Options outstanding at December 31, 2021		80,754,174

A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Stock options outstanding at March 31, 2020		23,926,758		$	8.38	$	5.65		7.93
Granted		4,338,396		$	13.23	$	8.67
Forfeited/Canceled		(790,212	)	$	10.21	$	6.78

Stock options outstanding at March 31, 2021		27,474,942		$	9.10	$	6.12		7.26

Stock options exercisable at March 31, 2021		16,193,146		$	7.35	$	5.11		6.49

Summary of Fair Value of Vested Stock Option

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


	Years Ended March 31,
	2021		2020
Grant date fair value of stock options vested	$	25,711	$	33,789
Weighted-average grant date fair value per share of stock options granted	$	8.67	$	7.05

Summary of Restricted Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows:


	Number of Shares
Non-vested balance at March 31, 2021		7,294,028
Granted		19,757,518
Vested		(3,448,650	)
Forfeited		(1,015,215	)

Non-vested balance at December 31, 2021		22,587,681

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


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		2,949,911		$	11.11
Granted		4,255,277		$	13.39
Forfeited		(496,389	)	$	12.43

Non-vested balance at March 31, 2021		6,708,799		$	12.48

Summary of Share-Based Compensation Expense

Share-based compensation expense during the three and nine months ended December 31, 2021 and 2020 was as follows (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2021		2020		2021		2020
Share-based compensation expense recognized as:
Research and development expenses	$	17,669	$	3,754	$	47,441	$	6,760
General and administrative expenses		53,547		13,570		440,356		38,756

Total	$	71,216	$	17,324	$	487,797	$	45,516

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


	Years Ended March 31,
	2021		2020
Share-based compensation expense recognized as:
R&D expenses	$	22,637	$	7,738
G&A expenses		62,321		60,013

Total	$	84,958	$	67,751

Performance Options [Member]

Summary of Restricted Stock Units

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


	Number of pRSUs			Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		780,831		$	4.76
Granted		—		$	—
Forfeited		(195,602	)	$	4.76

Non-vested balance at March 31, 2021		585,229		$	4.76

CVARs [Member]

Summary of Restricted Stock Units

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


	Number of CVARs		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		32,447,626	$	0.72
Granted		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		32,447,626	$	0.72

Performance RSU [Member]

Schedule of Fair Value Assumptions


	Year Ended March 31,
Assumptions	2020
Expected stock price volatility		73.60	%
Expected risk free interest rate		0.62	%
Expected term		6 years
Expected dividend yield		—	%

Summary of Stock Option Activity

A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life
Performance Options outstanding at March 31, 2020		42,485,108		$	13.32	$	8.13		6.00
Granted		—		$	—	$	—
Forfeited		(272,742	)	$	15.85	$	7.58

Performance Options outstanding at March 31, 2021		42,212,366		$	13.30	$	8.01		5.00

RSL Common Share Award

Summary of Stock Option Activity

A summary of RSL restricted common stock activity as of March 31, 2021 is as follows:


	Number of Restricted Common Stock		Weighted Average Grant Date Fair Value
Non-vested balance at March 31, 2020		—	$	—
Granted		1,720,090	$	13.16
Vested		—	$	—
Forfeited		—	$	—

Non-vested balance at March 31, 2021		1,720,090	$	13.16

Income Taxes (Tables)

12 Months Ended

Mar. 31, 2021

Schedule of Company's net deferred tax assets

Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands):


	March 31, 2021			March 31, 2020
Deferred tax assets
Research tax credits	$	19,063		$	6,303
Intangible assets		50,564			43,626
Net operating loss		202,906			116,619
Share-based compensation		26,623			18,413
Lease liabilities		16,638			17,194
Other		7,303			7,060

Subtotal		323,097			209,215
Valuation allowance		(303,287	)		(187,831	)

Deferred tax liabilities
Depreciation		(1,214	)		(1,833	)
Right-of-use assets		(13,908	)		(15,409	)
Other		(4,688	)		(4,142	)

Total deferred tax assets (liabilities)	$	—		$	—

Reconciliation of Federal Statutory Income Taxes Rate


	Year Ended March 31, 2021					Year Ended March 31, 2020
Income tax benefit at Bermuda statutory rate	$	—		—	%	$	—		—	%
Foreign rate differential (1)		(150,778	)	16.78	%		(74,922	)	13.36	%
Permanent disallowed IPR&D		111,432		(12.40	)%		—		—	%
Nondeductible changes in the fair value of investments and loss from equity method investment		(22,472	)	2.50	%		20,840		(3.72	)%
Nontaxable (loss) gain on deconsolidation of business		(16,438	)	1.83	%		29,041		(5.18	)%
Permanent adjustments		2,923		(0.33	)%		(20,395	)	3.64	%
R&D tax credits		(10,555	)	1.17	%		(5,990	)	1.07	%
Rate changes		2,443		(0.27	)%		(29,238	)	5.21	%
Valuation allowance		85,046		(9.46	)%		87,677		(15.63	)%
Other		85		(0.01	)%		111		(0.02	)%

Total income tax expense	$	1,686		(0.19	)%	$	7,124		(1.27	)%

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

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

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


	Years Ended March 31,
	2021			2020
Loss before income taxes:
United States	$	(212,921	)	$	(69,264	)
Switzerland		(424,494	)		(355,422	)
Bermuda		(227,471	)		(105,604	)
Other (1)		(33,661	)		(30,696	)

Total loss before income taxes	$	(898,547	)	$	(560,986	)

(1)	Primarily Greater China and United Kingdom activity


	Years Ended March 31,
	2021		2020
Current taxes:
United States	$	1,365	$	6,327
Switzerland		—		—
Bermuda		—		—
Other (1)		321		797

Total current tax expense	$	1,686	$	7,124

Deferred taxes:
United States	$	—	$	—
Switzerland		—		—
Bermuda		—		—
Other (1)		—		—

Total deferred tax benefit	$	—	$	—

Total income tax expense	$	1,686	$	7,124

(1)	Primarily Greater China, United States state and local and United Kingdom activity

Leases (Tables)

12 Months Ended

Mar. 31, 2021

Leases [Abstract]

Schedule of Operating Lease Costs

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


	Years Ended March 31,
	2021		2020
Operating lease cost	$	11,931	$	11,515
Short-term lease cost		237		872
Variable lease cost		704		379

Total operating lease cost	$	12,872	$	12,766

Summary of Operating Lease ROU Assets and Operating Lease Liabilities

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


	During the Year Ended March 31,
	2021		2020
Cash paid for operating lease liabilities	$	8,830	$	8,108
Operating lease ROU assets obtained in exchange for operating lease liabilities	$	5,491	$	56,025


	March 31, 2021			March 31, 2020
Weighted average remaining lease term (in years)		9.6			10.2
Weighted average discount rate		7.1	%		7.1	%

Schedule of Maturities of Operating Lease Liabilities

As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands):


Years Ending March 31,
2022	$	13,386
2023		11,814
2024		11,718
2025		9,734
2026		8,617
Thereafter		51,674

Total lease payments		106,943
Less: present value adjustment		(29,348	)
Less: tenant improvement allowance		(2,898	)

Total	$	74,697

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

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


	As of December 31, 2021								As of March 31, 2021
	Level 1		Level 2		Level 3		Balance as of December 31, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2021
Assets:
Money market funds	$	1,448,771	$	—	$	—	$	1,448,771	$	1,420,597	$	—	$	—	$	1,420,597
Investment in Datavant Class A units		—		—		215,681		215,681		—		—		—		—
Investment in Sio common shares		23,965		—		—		23,965		48,487		—		—		48,487
Investment in Arbutus common shares		151,116		—		—		151,116		53,325		—		—		53,325
Investment in Arbutus convertible preferred shares		—		—		—		—		—		76,037		—		76,037
Other investment		7,981		—		—		7,981		11,129		—		—		11,129

Total assets at fair value	$	1,631,833	$	—	$	215,681	$	1,847,514	$	1,533,538	$	76,037	$	—	$	1,609,575

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	171,900	$	171,900	$	—	$	—	$	150,100	$	150,100
Liability instruments measured at fair value (1)		42,098		—		52,502		94,600		—		—		67,893		67,893

Total liabilities at fair value	$	42,098	$	—	$	224,402	$	266,500	$	—	$	—	$	217,993	$	217,993


(1) At December 31, 2021, Level 1 includes the fair value of the Public Warrants of $42.1 million, and Level 3 includes the fair value of the Earn-Out Shares of $23.1 million, Private Placement Warrants of $21.0, and other liability instruments issued of $8.4 million. At March 31, 2021, Level 3 includes the fair value of the Sumitomo Options of $62.4 million and other liability instrument issued of $5.5 million.


	As of March 31, 2021								As of March 31, 2020
	Level 1		Level 2		Level 3		Balance as of March 31, 2021		Level 1		Level 2		Level 3		Balance as of March 31, 2020
Assets:
Money market funds	$	1,420,597	$	—	$	—	$	1,420,597	$	1,874,662	$	—	$	—	$	1,874,662
Investment in Sio common shares		48,487		—		—		48,487		45,329		—		—		45,329
Investment in Arbutus common shares		53,325		—		—		53,325		16,174		—		—		16,174
Investment in Arbutus convertible preferred shares		—		76,037		—		76,037		—		23,062		—		23,062
Other investments		11,129		—		—		11,129		8,880		—		—		8,880

Total assets at fair value	$	1,533,538	$	76,037	$	—	$	1,609,575	$	1,945,045	$	23,062	$	—	$	1,968,107

Liabilities:
Debt held by Dermavant with NovaQuest	$	—	$	—	$	150,100	$	150,100	$	—	$	—	$	89,100	$	89,100
Liability instruments measured at fair value		—		—		67,893		67,893		—		—		102,373		102,373

Total liabilities at fair value	$	—	$	—	$	217,993	$	217,993	$	—	$	—	$	191,473	$	191,473

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

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


	Point Estimate Used
Input	As of December 31, 2021
Volatility		100.0	%
Risk-free rate		0.41	%


	Range or Point Estimate Used
Input	As of March 31, 2021	As of March 31, 2020
Time to expiration (in years)	3.59	0.49 - 4.59
Risk-free rate	0.52%	0.15% - 0.35%
Volatility	89.0% - 95.0%	91.0% - 110.0%

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

The changes in fair value of the Level 3 liabilities during the nine months ended December 31, 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		31,577
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at December 31, 2020	$	219,725

Balance at March 31, 2021	$	217,993
Fair value of liability instrument issued		38,634
Changes in fair value of debt and liability instruments, included in net loss		29,247
Termination of DSP Options		(61,472	)

Balance at December 31, 2021	$	224,402

The changes in fair value of the Level 3 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands):


Balance at March 31, 2019	$	103,628
Issuance of liability instruments measured at fair value		101,567
Changes in fair value of debt and liability instruments, included in net loss		(13,722	)

Balance at March 31, 2020		191,473
Changes in fair value of debt and liability instruments, included in net loss		29,845
Liability instruments disposed due to deconsolidation of subsidiary		(3,325	)

Balance at March 31, 2021	$	217,993

Schedule of Change IN Fair Value Of The Level 3 Assets

The changes in fair value of the Level 3 assets during the nine months ended December 31, 2021 were as follows (in thousands):


Balance at March 31, 2021	$	—
Fair value of investment in Datavant at recognition date		224,147
Changes in fair value of investment in Datavant, included in net loss		(8,466	)

Balance at December 31, 2021	$	215,681

Private Placement Warrants [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

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


	Point Estimate Used
Input	As of December 31, 2021
Volatility		32.5	%
Risk-free rate		1.22	%
Term (in years)		4.75

Earnout Shares [Member]

Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques

the fair value of the

Earn-Out

Shares included the following:


	Point Estimate Used
Input	As of December 31, 2021
Volatility		80.6	%
Risk-free rate		1.22	%

Other (Income) Expense, Net (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Other Income and Expenses [Abstract]

Summary of Other Expense, Net From Continuing Operations

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


	Three Months Ended December 31,						Nine Months Ended December 31,
	2021			2020			2021			2020
Loss from equity method investment	$	—		$	—		$	—		$	3,750
Interest income		(66	)		(159	)		(199	)		(1,359	)
Interest expense		1,501			737			5,566			2,136
Other income		(2,464	)		(6,366	)		(2,838	)		(8,230	)

Total	$	(1,029	)	$	(5,788	)	$	2,529		$	(3,703	)

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


	Years Ended March 31,
	2021			2020
Loss from equity method investment	$	3,750		$	21,386
Interest income		(1,418	)		(17,990	)
Interest expense		2,809			7,683
Other expense		3,560			2,543

Total	$	8,701		$	13,622

Net Loss per Common Share (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2021

Mar. 31, 2021

Schedule of basic and diluted per share of common stock


	Years Ended March 31,
	2021			2020
Loss from continuing operations, net of tax	$	(900,233	)	$	(568,110	)
Net loss from continuing operations, net of tax, attributable to noncontrolling interest		(90,999	)		(48,716	)

Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.		(809,234	)		(519,394	)
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1)		—			(77,777	)

Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd.	$	(809,234	)	$	(597,171	)

Income from discontinued operations, net of tax	$	—		$	1,578,426
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest		—			(141,477	)

Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd.	$	—		$	1,719,903

Basic and diluted income from discontinued operations, net of tax	$	—		$	1,719,903

Basic and diluted net (loss) income attributable to Roivant Sciences	$	(809,234	)	$	1,122,732

(1)

Summary of potentially dilutive securities

As of December 31, 2021 and 2020, potentially dilutive securities were as follows:


	December 31, 2021		December 31, 2020
Stock options and performance stock options		80,754,174		69,852,354
Restricted stock units and performance stock units (non-vested) (1)		22,587,681		6,458,269
March 2020 CVARs (2)		32,447,626		32,447,626
November 2021 CVARs		6,317,350		—
Restricted common stock (non-vested)		988,540		—
Earn-Out Shares (non-vested)		3,080,387		—
Private Placement Warrants		10,214,365		—
Public Warrants		20,535,896		—
Other instruments issued		5,134,088		5,470,387

(1)	Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and nine months ended December 31, 2021.

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

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

USD ($)

Segment

Sep. 30, 2021

USD ($)

^[2]

Jun. 30, 2021

USD ($)

^[2]

Dec. 31, 2020

USD ($)

^[2]

Sep. 30, 2020

USD ($)

^[2]

Jun. 30, 2020

USD ($)

^[2]

Dec. 31, 2021

USD ($)

Segment

Dec. 31, 2020

USD ($)

Mar. 31, 2021

USD ($)

Segment

Mar. 31, 2020

USD ($)

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Number of operating and reporting segments | Segment

Cash and cash equivalents

$ 2,214,283

$ 2,055,044

$ 2,183,207

Accumulated deficit

2,493,662

1,918,462

^[1]

1,109,228

^[1]

Net loss

$ (306,085)

^[2]

$ (225,640)

$ (101,078)

$ (275,597)

$ (53,498)

$ (7,977)

$ (632,803)

$ (337,072)

(900,233)

1,010,316

Net losses from continuing operations

$ 900,200

$ 568,100

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

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

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

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

Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 2,214,283	$ 2,055,044	$ 2,183,207
Restricted cash	11,852	86,632	86,045
Cash, cash equivalents and restricted cash	$ 2,226,135	$ 2,141,676	$ 2,269,252

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail)	12 Months Ended
	Mar. 31, 2021
Computer [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	Lesser of estimated useful life or remaining lease term

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

^[1]

Dec. 31, 2021

USD ($)

$ / shares

Mar. 31, 2021

USD ($)

$ / shares

Mar. 31, 2020

USD ($)

$ / shares

Sep. 30, 2021

USD ($)

Stock Issued During Period, Value, New Issues | $

Share Price

$ 1.29

$ 2.61

$ 2.44

$ 56,116

^[1]

$ 20,000

$ 301,744

$ 999,193

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

36 months

Lock up period ,warrants

36 months

Number of trading days to meet earn out price threshold

20 days

Trading day period for earn out shares

30 days

Earn-Out share price

$ 15.00

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

Trading day period for earn out shares

30 days

Earn-Out share price

$ 20.00

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

Stock Issued During Period, Shares, New Issues | shares

10,000

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

Stock Issued During Period, Shares, New Issues | shares

5,000

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

Stock Issued During Period, Shares, New Issues | shares

2,033,591

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

Stock Issued During Period, Shares, New Issues | shares

1,016,796

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

Portion of Share Subject to Earnout

20.00%

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

Portion of Share Subject to Earnout

20.00%

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

Portion of Share Subject to Earnout

10.00%

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

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

25.00%

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

6 months

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

25.00%

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

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

12 months

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

6 years

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

50.00%

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

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

25.00%

Lock up period ,warrants

6 months

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

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

25.00%

Lock up period ,warrants

12 months

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

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

50.00%

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

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

25.00%

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

6 months

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

25.00%

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

12 months

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

50.00%

Roivant Warrant [Member]

Time To Warrant Exercisability

30 days

Warrants and Rights Outstanding, Term

5 years

Private Placement Warrants [Member]

Exercise price of warrants (in dollars per share)

$ 11.50

Class of Warrant or Right, Outstanding | shares

10,214,365

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

Stock price trigger for redemption of warrant

$ 18.00

Public Warrants [Member]

Exercise price of warrants (in dollars per share)

$ 11.50

Class of Warrant or Right, Outstanding | shares

20,535,896

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

Stock price trigger for redemption of warrant

$ 18.00

Number of trading days to meet warrant redemption threshold

20 days

Trading day period for warrant redemption

30 days

Class of warrants, redemption price per unit

$ 0.01

Class of warrants, redemption notice period

30 days

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

Stock price trigger for redemption of warrant

10.00

$ 10.00

Class of warrants, redemption price per unit

$ 0.10

Class of warrants, redemption notice period

30 days

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

Period for fair market value determination

10 days

Maximum redemption feature per warrant

$ 0.361

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

Exercise price of warrants (in dollars per share)

$ 11.50

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

Share Redemption Trigger Price

18.00%

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

Time To Warrant Exercisability

30 days

Montes Archimedes Acquisition Corp. [Member]

Stockholders Equity Note Stock Split Exchange Ratio 1

2.9262

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

$ 7,400

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

Stock Issued During Period, Shares, New Issues | shares

22,000,000

Share Price

$ 10.00

Stock Issued During Period, Value, New Issues | $

$ 220,000

Cash received | $

$ 213,400

Costs Incurred Related To Financing | $

$ 24,400

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

Exchange Ratio Of MAAC Class B To Roivant Common Shares

0.75

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

Investments - Additional Information (Detail) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
Investments - Additional Information (Detail) - USD ($)	Jul. 27, 2021	Sep. 29, 2017	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Oct. 31, 2021	Jul. 31, 2021	Jul. 31, 2020	Apr. 30, 2020
Investments [Line Items]
Common stock Owned, Balance, Shares of Arbutus			38,847,462		38,847,462
Preferred stock Owned, Balance, Shares of Arbutus									1,164,000
Premium on the conversion price, percentage		15.00%
Annual compounded conversion rate for preferred share							8.75%
Conversion price							$ 7.13
Closing price		$ 6.20
Ownership interest, percentage			25.00%	49.90%	25.00%	49.90%
Maximum allowed ownership interest percentage						49.99%
Aggregate fair value investment	$ 224,100,000		$ 215,700,000		$ 215,700,000		$ 48,500,000	$ 45,300,000				$ 99,000,000.0
Unrealized gain (loss) on investments			$ 4,300,000	$ 34,200,000	$ 8,400,000	$ 6,300,000	$ 3,200,000	$ (31,600,000)
Closing price of common stock			$ 1.29		$ 1.29		$ 2.61	$ 2.44
Preferred stock issued and sold											639,140
Gain on deconsolidation						$ 86,500,000	$ 86,500,000	$ 107,300,000
Preferred stock issued and sold												13,411,311
Carrying value of long-term investment	100,600,000		$ 0		$ 0		$ 100,600,000	$ 0
Equity method investment ownership percentage			27.00%		27.00%
Common stock			692,012,183		692,012,183		16,013,540	16,013,540
Preferred stock							1,164,000	1,164,000
Investment owned conversion from preferred stock into common stock									22,833,922
Datavant Merger [Member]
Investments [Line Items]
Proceeds from sale of investment	$ 320,000,000
Gain on measurement of investment					$ 443,800
Datavant Merger Combined [Member] \| Combined Company [Member]
Investments [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent			17.00%		17.00%
Series B Preferred Stock [Member]
Investments [Line Items]
Preferred stock issued and sold												13,411,311
Gross proceeds from issuance of stock												$ 27,200,000
Preferred stock issued and sold										639,140		1,065,234
Total purchase price												$ 2,500,000
Issued relating to the conversion of certain liability instruments												1,800,253
Other Investments [Member]
Investments [Line Items]
Aggregate fair value investment			$ 7,900,000		$ 7,900,000		$ 11,100,000	$ 8,900,000

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

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

26 Months Ended

Jul. 31, 2020

USD ($)

Nov. 30, 2021

USD ($)

$ / shares

Mar. 31, 2021

USD ($)

Jan. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Nov. 30, 2020

USD ($)

Jul. 31, 2020

USD ($)

Jan. 31, 2020

USD ($)

Aug. 31, 2019

USD ($)

Aug. 31, 2019

CAD ($)

Apr. 30, 2018

USD ($)

May 31, 2012

USD ($)

May 31, 2012

EUR (€)

May 31, 2012

CAD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Mar. 31, 2021

USD ($)

Mar. 31, 2020

USD ($)

Jun. 30, 2020

USD ($)

Gain (loss) on remeasurement of investment

Long term debt

$ 170,280

$ 204,042

$ 170,280

$ 108,592

Stock issued, value

56,116

^[1]

$ 20,000

^[1]

301,744

999,193

(38,036)

(18,235)

(14,382)

$ 107,210

95,533

(136,005)

Payment to acquire business, net

153,450

202,261

486,335

358,404

832,758

263,217

Subscription receivable

100,000

500

Share-based compensation expense

487,797

45,516

84,958

122,572

Eisai Company Limited [Member] | Pharmanvanth Seven Gmbh [Member]

$ 8,000

Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable

14,100

$ 7,000

Stock shares issued during the period asset acquisition | shares

874,957

Stock shares issued value during the period asset acquisition

$ 6,100

Payable for each additional product indication

18,000

Shares Issued, Price Per Share | $ / shares

$ 8.00

Eisai Company Limited [Member] | Pharmanvanth Seven Gmbh [Member] | Commercial Milestone [Member]

Milestone payment payable

295,000

Eisai Company Limited [Member] | Pharmanvanth Seven Gmbh [Member] | Development And Regulatory Milestone [Member]

Milestone payment payable

$ 65,000

65,000

Silicon Therapeutics [Member]

Business combination, consideration transferred

$ 450,000

Number of shares issued in business combination | shares

399,600

21,409,764

Payment to acquire business, net

$ 14,000

15,600

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

402,400

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

281,700

Business acquisition, equity interest issued or issuable, value assigned

105,100

Share-based compensation expense

23,500

Fair value of common shares

22,600

Fair value of restricted stock

15,600

Silicon Therapeutics [Member] | First Tranche [Member]

Asset acquisition, consideration transferred, liabilities incurred

350,000

Silicon Therapeutics [Member] | Second Tranche [Member]

Asset acquisition, consideration transferred, liabilities incurred

100,000

MAAC [Member]

10,000

Asset acquisition, consideration transferred, liabilities incurred

82,100

2,100

Asset acquisition, consideration transferred

82,100

Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable

$ 70,000

Dermavant Sciences Ltd [Member]

Future development and commercial milestone payments

$ 191,000

€ 150.0

Contingent payment

133,000

€ 100.0

137,000

$ 180.0

Long term debt

$ 117,500

Milestone payment

$ 23,000

$ 30.0

Nonrefundable, upfront payment

$ 60,000

Nonrefundable, upfront payment

$ 53,000

Non-refundable, up-front payment recognized

$ 60,000

Genevant Sciences Ltd [Member]

Equity ownership interest, additional cash contribution

$ 38,700

Promissory notes issued

$ 20,100

Stock issued | shares

9,057,566

Stock issued, value

$ 2,500

Aggregate principal amount of notes converted

$ 15,100

Notes converted, shares issued | shares

54,526,549

Percentage controlling interest

82.90%

Investment, fair value

28,800

Gain (loss) on remeasurement of investment

28,800

Fair value of noncontrolling interests

9,200

Cash paid for common shares

20,500

Business combination, consideration transferred

$ 58,500

ProteoVant Sciences, Inc [Member]

41,400

Aggregate principal amount of notes converted

101,200

Milestone payment

$ 100,000

$ 11,500

Settlement of promissory notes receivable

116,500

Upfront proceeds

105,000

Payment under SRA

15,500

11,900

Fair value of future contingent consideration payments

$ 3,400

Equity investment

$ 200,000

Ownership interest

40.00%

Subscription receivable

$ 100,000

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

Future development and commercial milestone payments

8,600

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

Future development and commercial milestone payments

100,000

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

Future development and commercial milestone payments

51,000

Affivant Sciences [Member]

Affivant Sciences [Member] | Maximum

40,000

Newly issued shares

20,000

Future development and commercial milestone payments

$ 2,000,000

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

Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2019	Dec. 27, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	May 31, 2021	Mar. 31, 2021
Transaction Agreement [Line Items]
Gain (loss) on sale of stock transactions							$ (43,398)
Escrow amount									$ 75,000
Restricted cash			$ 11,852		$ 11,852		86,045		86,632
Transition Services And Strategic Cooperation Agreement [Member]
Transaction Agreement [Line Items]
Transition and cooperation agreement billed amount,Net of amounts billed by sumitovant			$ 200	$ 300	800	$ 1,100
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%	75.00%
Number of shares transferred	78,867,360
Gain (loss) on sale of stock transactions							$ 2,000,000
Escrow amount	$ 75,000	$ 75,000
Restricted cash	75,000								$ 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]
Aggregate fair value of issued instruments to employees on transaction	39,100
Deferred compensation equity	24,800
Deferred compensation liability	14,300
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements			5,134,088	5,470,387	5,134,088	5,470,387	5,504,124		5,458,543
Sumitomo [Member] \| Maximum
Transaction Agreement [Line Items]
Repurchase of RSL's equity securities approved amount	$ 1,000,000

Discontinued Operations - Summary Of Disposal Groups Including Discontinued Operations Income Statement (Detail) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Research and development		$ 265,452
General and administrative		119,885
Total operating expenses		385,337
Loss from operations		(385,337)
Gain on sale of business		(1,985,949)
Interest income		(2,305)
Interest expense(1)		13,733
Other expense		8,866
Income from discontinued operations before income taxes		1,580,318
Income tax expense		1,892
Income from discontinued operations, net of tax	$ 0	1,578,426
Loss from discontinued operations before income taxes attributable to noncontrolling interests		(141,783)
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd.		1,722,101
Income from discontinued operations before income taxes		$ 1,580,318

Discontinued Operations - Summary of Cash Flows From Discontinued Operations (Detail) $ in Thousands	12 Months Ended
	Mar. 31, 2020 USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Gain on sale of business	$ (1,985,949)
Share-based compensation	54,821
Acquired in-processresearch and development	$ 16,405

Certain Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Prepaid expenses	$ 50,952	$ 39,544	$ 16,344
Receivables for value added tax (VAT) paid		807	5,978
Note receivable		0	5,000
Trade and other receivables, net	8,921	11,222	3,669
Income tax receivable	2,627	1,803	632
Other	7,834	1,681
Other		874	2,140
Total other current assets	$ 70,334	$ 54,250	$ 33,763

Certain Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Components [Line Items]
Total accrued expenses	$ 112,679	$ 76,936	$ 68,621
R&D Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	67,796	20,755	21,607
Employee Related Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	31,115	38,552	29,113
Professional Services Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	5,411	10,267	5,135
Other General and Administrative Expenses [Member]
Balance Sheet Components [Line Items]
Total accrued expenses	$ 8,357	$ 7,362	$ 12,766

Certain Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Deferred revenue	$ 4,972	$ 5,918	$ 3,621
Income tax payable	813	207	1,497
Other	6,650	3,037	234
Total other current liabilities	$ 12,435	$ 9,162	$ 5,352

Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	May 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Long-term Debt, Unclassified [Abstract]
Principal amount	$ 211,900		$ 170,100
Principal amount			171,490	$ 110,490
Exit fee / end of term charge	5,000	$ 5,000	1,390
Less: unamortized debt discount and issuance costs	(12,858)		(1,210)	(1,898)
Total debt, net	204,042		170,280	108,592
Less: current portion	0		0	0
Total long term debt, net	$ 204,042		$ 170,280	$ 108,592

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.

Long-Term Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	May 01, 2021	May 31, 2021	Jan. 31, 2020	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020	May 31, 2019	Mar. 31, 2019	Oct. 31, 2018	Aug. 31, 2018
Debt Instrument [Line Items]
Debt principal amount					$ 20,000		$ 20,000
Debt interest rate							9.95%	9.95%
Debt Instrument, Fee Amount		$ 4,000				$ 1,400	$ 1,400
Debt Instrument Exit Fee and End of Term Charge		$ 5,000		$ 5,000	1,390
Proceed from equity and debt financing			$ 110,000
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
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%
Dermavant Sciences Ltd [Member]
Debt Instrument [Line Items]
Class of Warrant or Right, Exercise Price per share		$ 0.01
NovaQuest Agreement [Member]
Debt Instrument [Line Items]
Debt principal amount									$ 17,500	$ 100,000
Debt fair value				$ 171,900	150,100	$ 89,100
NovaQuest Agreement [Member] \| Regulatory Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments					440,600					440,600
Possible offset of regulatory milestone payments with commercial milestone					88,100					88,100
NovaQuest Agreement [Member] \| Commercial Milestone [Member]
Debt Instrument [Line Items]
Maximum amount required milestone payments					$ 141,000					$ 141,000

Long-Term Debt - Schedule of Company's Annual Payments (Detail) $ in Thousands	Mar. 31, 2021 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 3,129
2023	13,306
2024	4,955
2025	0
2026	0
Thereafter	0
Total	$ 21,390

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Sumitovant [Member]
Related Party Transaction [Line Items]
Cost incurred and recorded as offsets to general and administrative expenses	$ 1.4	$ 0.2
Sumitomo [Member]
Related Party Transaction [Line Items]
Access fee paid pursuant to strategic cooperation agreement	$ 1.0	$ 1.0

Shareholders' Equity and Redeemable Non-Controlling Interest - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 27, 2019

Dec. 26, 2019

Mar. 31, 2021

Sep. 30, 2020

May 31, 2020

Apr. 30, 2020

Mar. 31, 2020

Jan. 31, 2020

Dec. 31, 2019

Sep. 30, 2019

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2021

Mar. 31, 2021

Mar. 31, 2020

Sep. 30, 2021

Jul. 01, 2021

May 31, 2021

Feb. 29, 2020

Net proceeds of common stock

Earnout shares

(i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share.

Common stock issued

651,576,293

17,547,938

628,779,048

692,012,183

651,576,293

628,779,048

17,547,938

$ 0

$ 999,193

Common stock, shares authorized

7,000,000,000

Common stock, par or stated value per share

$ 0.00000003

Equity Method Investment, Ownership Percentage

27.00%

Sk [Member]

Equity Method Investments

Subscription Received

$ 100,000

$ 200,000

Equity Method Investment, Ownership Percentage

40.00%

Convertible Notes Payable [Member]

Conversion of stock , share converted

2,500,000

Carrying amount of the convertible promissory

$ 35,600

Common Stock [Member]

Public offering shares of common stock

7,223,014

^[1]

1,387,481

^[1]

21,077,155

78,867,360

Roivant Common Shares [Member]

Common stock, shares authorized

7,000,000,000

Common stock, par or stated value per share

$ 0.00000003

Common Stock, Voting Rights

one vote

Stockholders Equity Note Stock Split Exchange Ratio 1

2.9262

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

Public offering shares of common stock

380,000

1,034,483

Net proceeds of common stock

$ 12,500

$ 15,000

Sumitomo Transaction Agreement [Member] | Roivant Equity Repurchase [Member]

Offer to repurchase common stock held by each holder

11.23%

Common stock per share

$ 12.68

Description of share repurchase offer

Maximum | Sumitomo Transaction Agreement [Member] | Roivant Equity Repurchase [Member]

Equity securities authorized for repurchase

$ 1,000,000

Immunovant, Inc [Member]

Immunovant, Inc [Member] | Convertible Notes Payable [Member]

Earnout shares

20,000,000

Conversion of stock , share converted

7,156,495

Immunovant, Inc [Member] | Warrant

Number of outstanding warrants

5,719,145

5,750,000

5,719,145

Warrant exercise price per share

$ 11.50

Number of exercisable outstanding warrants

11,438,290

11,500,000

11,438,290

Proceeds of warrants

$ 65,800

Warrants cancellation

$ 61,710

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

Public offering shares of common stock

Common stock per share

$ 33.00

$ 14.50

6,060,606

9,613,365

Net proceeds of common stock

$ 188,100

$ 131,000

Sumitomo [Member]

Number of shares transferred

78,867,360

Share price

$ 12.68

Net proceeds from sale of stock

$ 999,200

Sumitomo [Member] | Maximum

Equity securities authorized for repurchase

$ 1,000,000

Cytovant Science HK Ltd [Member] | Series A 1 Preferred Stock [Member]

Number of shares transferred

20,085,301

Share price

$ 1.17

Net proceeds from sale of stock

$ 22,500

Health Sciences [Member]

Number of outstanding warrants

11,500,000

Warrant exercise price per share

$ 11.50

Health Sciences [Member] | Common Stock [Member]

Number of outstanding warrants

5,750,000

Health Sciences [Member] | Immunovant, Inc [Member]

Cash as a result of the Business Combination

$ 111,000

$ 5,100

Immunovant Sciences Ltd [Member]

Immunovant Sciences Ltd [Member] | Restricted Stock [Member]

Common stock issued

20,000,000

Immunovant Sciences Ltd [Member] | Convertible Notes Payable [Member]

Restricted shares vested

1,800,000

Conversion of stock , share converted

3,499,995

Sinovant Inc [Member]

Preferred stock purchase price per share

Annualized return rate

12.00%

$ 12.26

Preferred stock purchase price

$ 132,900

Repurchase of redeemable noncontrolling interest

$ 77,800

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

Shareholders' Equity and Redeemable Non-Controlling Interest - Schedule of payments of equity securities (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Payments for Repurchase of Equity [Abstract]
Common stock				$ 950,722
Other equity instruments				39,292
Total cash paid	$ 2,247	$ 113	$ 113	$ 990,014

Share-Based Compensation - Additional Information (Detail) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 71,216,000	$ 17,324,000	$ 487,797,000	$ 45,516,000	$ 84,958,000	$ 67,751,000
Achievement Of Liquidity Event Vesting Condition Upon Closing Of Business Combination [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
One time catch up expense		$ 372,900,000
RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense							$ 0
Grant expiration period							8 years
Unrecognized compensation expense related to non-vested stock							$ 83,800,000
Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense							0
Unrecognized compensation expense related to non-vested stock							337,800,000
CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense							0
Unrecognized compensation expense							23,000,000.0
Performance RSU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense							12,300,000
Unrecognized compensation expense							2,800,000
RSL Common Share Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense							$ 100,000
Remaining weighted-average service period							3 years 4 months 20 days
Unrecognized compensation expense							$ 6,900,000
Restricted common stock fair value							$ 15,600,000
Share based compensation by share based award equity instruments other than options non vested number							1,720,090	0
2015 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance							66,717,360
Common shares available for grant							30,129,783
Share-based compensation expense							$ 32,300,000	$ 31,800,000
Unrecognized compensation expense related to non-vested stock							$ 70,800,000
Remaining weighted-average service period							2 years 11 months 15 days
Stock options vested							16,193,146	12,067,511
2015 EIP [Member] \| Special Reserve [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance							77,714,699
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 by share based award equity instruments other than options non vested number							6,708,799	2,949,911
2015 EIP [Member] \| CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award equity instruments other than options non vested number			16,223,818		16,223,818		32,447,626	32,447,626
Share based compensation by share based award equity instruments other than options vested number			16,223,808		16,223,808
Subsidiary EIPs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 12,900,000	$ 9,000,000.0	$ 32,400,000	$ 21,400,000	$ 29,100,000	$ 22,100,000
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							585,229
Grant expiration period							8 years
Equity repurchase								$ 49,875,513
Percentage of share repurchased								11.23%
pRSU Plan [Member] \| Performance RSU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award equity instruments other than options non vested number							585,229	780,831
2021 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares available for grant			60,709,875		60,709,875
2021 EIP [Member] \| CVARs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award weighted average intrinsic value of equity instruments other than options granted	6,317,350
Share based compensation by share based award aggregate fair value of equity instruments other than options granted	$ 31,300,000

Share-Based Compensation - Schedule of Fair Value Assumptions (Detail)	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	74.84%	66.47%
Expected risk free interest rate	0.43%	2.27%
Expected term	6 years 3 months	6 years 8 months 19 days
Expected dividend yield	0.00%	0.00%
Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility		73.60%
Expected risk free interest rate		0.62%
Expected term		6 years
Expected dividend yield		0.00%

Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Stock Option [Member] \| 2015 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding ,Beginning balance	27,474,942	23,926,758
Options Granted		4,338,396
Options Forfeited/Canceled		(790,212)
Stock options outstanding , Ending balance		27,474,942	23,926,758
Stock options exercisable		16,193,146
Weighted average exercise price, Beginning balance	$ 9.10	$ 8.38
Weighted average exercise price, Granted		13.23
Weighted average exercise price,Forfeited/Canceled		10.21
Weighted average exercise price, Ending balance		9.10	$ 8.38
Weighted average exercise price, exercisable		7.35
Weighted Average Grant Date Fair Value, Beginning balance	$ 6.12	5.65
Weighted average grant date fair value, Granted		8.67
Weighted Average Grant Date Fair Value, Granted		6.78
Weighted Average Grant Date Fair Value, Ending balance		6.12	$ 5.65
Weighted Average Grant Date Fair Value, exercisable		$ 5.11
Weighted Average Remaining Contractual Life		7 years 3 months 3 days	7 years 11 months 4 days
Weighted Average Remaining Contractual Life, exercisable		6 years 5 months 26 days
Stock options and performance stock options [Member] \| R S L Equity Plans Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding ,Beginning balance	69,687,308
Options Granted	11,999,734
Options Forfeited/Canceled	(932,868)
Stock options outstanding , Ending balance	80,754,174	69,687,308

Share-Based Compensation - Summary of Fair Value of Vested Stock Option (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Grant date fair value of stock options vested	$ 25,711	$ 33,789
Weighted-average grant date fair value per share of stock options granted	$ 8.67	$ 7.05

Share-Based Compensation - Summary of Restricted Stock Units (Detail) - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021
RSUs [Member] \| 2015 EIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	6,708,799	2,949,911
Granted		4,255,277
Forfeited		(496,389)
Non-vested balance, ending		6,708,799
Non-vested units, Beginning balance	$ 12.48	$ 11.11
Weighted Average Grant Date Fair Value,Granted		13.39
Weighted Average Grant Date Fair Value,Forfeited		12.43
Non-vested units , Ending balance		$ 12.48
Restricted Stock And Performance Stock Units [Member] \| R S L Equity Plans Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	7,294,028
Granted	19,757,518
Vested	(3,448,650)
Forfeited	(1,015,215)
Non-vested balance, ending	22,587,681	7,294,028

Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member] - $ / shares	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding ,Beginning balance	42,485,108
Options Granted	0
Options Forfeited	(272,742)
Stock options outstanding , Ending balance	42,212,366	42,485,108
Weighted average exercise price, Beginning balance	$ 13.32
Weighted average exercise price, Granted	0
Weighted average exercise price, Forfeited	15.85
Weighted average exercise price, Ending balance	13.30	$ 13.32
Weighted average grant date fair value, Beginning balance	8.13
Weighted average grant date fair value, Granted	0
Weighted average grant date fair value, Forfeited	7.58
Weighted average grant date fair value, Ending balance	$ 8.01	$ 8.13
Performance Options outstanding at March 31	5 years	6 years

Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member] - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	32,447,626	32,447,626
Granted		0
Forfeited		0
Non-vested balance, ending	16,223,818	32,447,626
Non-vested units, Beginning balance	$ 0.72	$ 0.72
Weighted average grant date fair value, Granted		0
Weighted average grant date fair value, forfeited		0
Non-vested units , Ending balance		$ 0.72

Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member]	12 Months Ended
	Mar. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning \| shares	780,831
Units Granted \| shares	0
Units Forfeited \| shares	(195,602)
Non-vested balance, ending \| shares	585,229
Non-vested units, Beginning balance \| $ / shares	$ 4.76
Units Granted \| $ / shares	0
Units Forfeited \| $ / shares	4.76
Non-vested units , Ending balance \| $ / shares	$ 4.76

Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award	12 Months Ended
	Mar. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested balance, beginning	0
Granted	1,720,090
Vested	0
Forfeited	0
Non-vested balance, ending	1,720,090
Weighted Average Grant Date Fair Value, vested \| $ / shares	$ 13.16
Weighted Average Grant Date Fair Value, vested \| $ / shares	0
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	0
Weighted Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 13.16

Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 71,216	$ 17,324	$ 487,797	$ 45,516	$ 84,958	$ 67,751
R&D Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	17,669	3,754	47,441	6,760	22,637	7,738
G&A Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 53,547	$ 13,570	$ 440,356	$ 38,756	$ 62,321	$ 60,013

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

12 Months Ended

Mar. 31, 2021

Mar. 31, 2020

$ (898,547)

$ (560,986)

United States [Member]

(212,921)

(69,264)

Switzerland [Member]

(424,494)

(355,422)

Bermuda [Member]

(227,471)

(105,604)

Other [Member]

^[1]

$ (33,661)

$ (30,696)

[1]	Primarily Greater China and United Kingdom activity

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

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Mar. 31, 2021

Mar. 31, 2020

$ 1,686

$ 7,124

Income tax provision

$ 38

$ (224)

$ 532

$ 1,708

1,686

7,124

United States [Member]

1,365

6,327

Switzerland [Member]

Bermuda [Member]

Other [Member]

^[1]

321

797

$ 0

[1]	Primarily Greater China, United States state and local and United Kingdom activity

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