SEC Filing | Roivant Sciences Ltd.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:

001-40782

ROIVANT SCIENCES LTD.

(Exact name of Registrant as specified in its Charter)


Bermuda		98-1173944
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 1, 3rd Floor 11-12 St. James’s Square London SW1Y 4LB United Kingdom		Not Applicable
(Address of principal executive offices)		(Zip Code)

+44 207 400 3347

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Shares, $0.0000000341740141 per share Redeemable Warrants, each whole warrant exercisable for one Common Share at an exercise price of $11.50 per share	ROIV ROIVW	The Nasdaq Global Market The Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Exchange Act). Yes ☐ No ☒

As of August 12, 2022, the registrant had 703,625,412 common shares, par value $0.0000000341740141 per share, outstanding (the “Common Shares”).

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		6

	Condensed Consolidated Balance Sheets as of June 30, 2022 and March 31, 2022		6

	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2022 and 2021		7

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended June 30, 2022 and 2021		8

	Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the Three Months Ended June 30, 2022 and 2021		9

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2022 and 2021		10

	Notes to Condensed Consolidated Financial Statements		11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		43

Item 4.	Controls and Procedures		44

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings		45

Item 1A.	Risk Factors		45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		109

Item 3.	Defaults Upon Senior Securities		109

Item 4.	Mine Safety Disclosures		109

Item 5.	Other Information		109

Item 6.	Exhibits		109

SIGNATURES			111

Where You Can Find More Information

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (https://investor.roivant.com), filings we make with the Securities and Exchange Commission (the “SEC”), our corporate twitter account (@Roivant), other social media platforms, webcasts, press releases and conference calls. Similarly, our subsidiary Immunovant, Inc. may announce material business and financial information to its investors using its investor relations website (https://immunovant.com/investors), filings it makes with the SEC, social media platforms, webcasts, press releases and conference calls. We and our public company subsidiaries use these mediums to communicate with our and our public company subsidiaries’ shareholders and the public about our company, our subsidiaries, our product candidates and other matters. It is possible that the information that we make available in this manner may be deemed to be material information. We therefore encourage investors and others interested in our company and our public company subsidiaries to review this information.

The above-referenced information is not incorporated by reference into this filing and the website addresses and Twitter account name are provided only as inactive textual references.

Summary Risk Factors

You should consider carefully the risks described under “Risk Factors” in Part II, Item 1.A of this Quarterly Report on Form

10-Q.

Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Roivant” and the “Company” refer to Roivant Sciences Ltd. and its consolidated subsidiaries, as the context requires. A summary of the risks that could materially and adversely affect our business, financial condition, operating results and prospects include the following:

Risks Related to Our Business and Industry

•

Our limited operating history and the inherent uncertainties and risks involved in biopharmaceutical product development may make it difficult for us to execute on our business model and for you to assess our future viability.

•

We may never achieve or maintain profitability.

•

We will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to successfully market our products, acquire or

in-license

new products or product candidates, complete the development and commercialization of our products and product candidates and continue to pursue our drug discovery efforts.

•

We have limited experience as a commercial company and the marketing and sale of VTAMA

(tapinarof) or any future products may be unsuccessful or less successful than anticipated.

•

We may not be successful in our efforts to

acquire, in-license or

discover new product candidates.

•

We face risks associated with the allocation of capital and personnel across our businesses.

•

We face risks associated with the Vant structure.

•

The global pandemic resulting from the outbreak of the novel strain of coronavirus,

SARS-CoV-2,

which causes

COVID-19,

could adversely impact our business, including the marketing of our products and our ongoing clinical trials and preclinical studies.

•

Clinical trials and preclinical studies are very expensive, time-consuming, difficult to design and implement and involve uncertain outcomes. We may encounter substantial delays in clinical trials, or may not be able to conduct or complete clinical trials or preclinical studies on the expected timelines, if at all.

•

Our approach to the discovery and development of product candidates from our small molecule discovery engine is unproven, which makes it difficult to predict the time, cost of development and likelihood of successfully developing any product candidates from these platforms.

•

Certain of our product candidates are novel, complex and difficult to manufacture.

•

Obtaining approval of a new drug is an extensive, lengthy, expensive and inherently uncertain process, and the FDA or another regulator may delay, limit or deny approval.

•

Our clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of product candidates that we may identify and pursue for their intended uses, which would prevent, delay or limit the scope of regulatory approval and commercialization.

•

Our products and product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval, cause us to suspend or discontinue clinical trials, abandon further development or limit the scope of any approved label or market acceptance.

•

We depend on the knowledge and skills of our senior leaders and may not be able to manage our business effectively if we are unable to attract and retain key personnel.

•

We will need to expand our organization and may experience difficulties in managing this growth, which could disrupt operations.

•

If we are unable to obtain and maintain patent and other intellectual property protection for our technology, products and product candidates or if the scope of the intellectual property protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.

•

If the patent applications we hold or have

in-licensed

with respect to our products or product candidates fail to issue, if their breadth or strength of protection is threatened, or if they fail to provide meaningful exclusivity for our current and future products or product candidates, it could dissuade companies from collaborating with us to develop product candidates, and threaten our ability to commercialize our products.

•

Patent terms and their scope may be inadequate to protect our competitive position on current and future products and product candidates for an adequate amount of time.

Risks Related to Our Securities, Our Jurisdiction of Incorporation and Certain Tax Matters

•

If our performance does not meet market expectations, the price of our securities may decline.

•

We have incurred and will continue to incur increased costs as a result of operating as a public company and our management has devoted and will continue to devote a substantial amount of time to new compliance initiatives.

•

Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.

•

Anti-takeover provisions in our memorandum of association,

bye-laws

and Bermuda law could delay or prevent a change in control, limit the price investors may be willing to pay in the future for our Common Shares and could entrench management.

•

Our largest shareholders and certain members of our management own a significant percentage of our Common Shares and will be able to exert significant control over matters subject to shareholder approval.

Forward-Looking Statements

This Quarterly Report on Form

10-Q

contains statements, including matters discussed under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1. “Legal Proceedings,” Part II, Item 1A. “Risk Factors” and in other sections of this report, that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Quarterly Report on Form

10-Q

are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to risk associated with:

•

our limited operating history and risks involved in biopharmaceutical product development;

•

our limited experience as a commercial-stage company and ability to successfully commercialize VTAMA

(tapinarof);

•

our ability to raise additional capital to fund our business on acceptable terms or at all;

•

the fact that we will likely incur significant operating losses for the foreseeable future;

•

the impact of public health outbreaks, epidemics or pandemics (such as the

COVID-19

pandemic) on our business (including our clinical trials and preclinical studies), operations and financial condition and results;

•

our ability to acquire,

in-license

or discover new product candidates;

•

our Vant structure and the potential that we may fail to capitalize on certain development opportunities;

•

clinical trials and preclinical studies, which are very expensive, time-consuming, difficult to design and implement and involve uncertain outcomes;

•

the unproven nature of our approach to the discovery and development of product candidates from our small molecule discovery engine;

•

the novelty, complexity and difficulty of manufacturing certain of our products and product candidates, including any manufacturing problems that result in delays in development or commercialization of our products and product candidates;

•

difficulties we may face in enrolling and retaining patients in clinical trials and/or clinical development activities;

•

the results of our clinical trials not supporting our proposed claims for a product candidate;

•

changes in interim,

top-line

and/or preliminary data from our clinical trials changing as more data becoming available or being delayed due to audit and verification process;

•

changes in product manufacturing or formulation that could lead to the incurrence of costs or delays;

•

the failure of any third-party we contract with to conduct, supervise and monitor our clinical trials to perform in a satisfactory manner or to comply with applicable requirements;

•

the fact that obtaining approvals for new drugs is a lengthy, extensive, expensive and unpredictable process that may end with our inability to obtain regulatory approval by the FDA or other regulatory agencies in other jurisdictions;

•

the failure of our clinical trials to demonstrate substantial evidence of the safety and efficacy of our products and product candidates, including, but not limited to, scenarios in which our products and product candidates may cause adverse effects that could delay regulatory approval, discontinue clinical trials, limit the scope of approval or generally result in negative media coverage of us;

•

our inability to obtain regulatory approval for a product or product candidate in certain jurisdictions, even if we are able to obtain approval in certain other jurisdictions;

•

our ability to effectively manage growth and to attract and retain key personnel;

•

any business, legal, regulatory, political, operational, financial and economic risks associated with conducting business globally;

•

our ability to obtain and maintain patent and other intellectual property protection for our technology, products and product candidates;

•

the inadequacy of patent terms and their scope to protect our competitive position;

•

the failure to issue (or the threatening of their breadth or strength of protection) or provide meaningful exclusivity for our current and future products and product candidates of our patent applications that we hold or have

in-licensed;

•

the fact that we do not currently and may not in the future own or license any issued composition of matter patents covering certain of our products and product candidates and our inability to be certain that any of our other issued patents will provide adequate protection for such products and product candidates;

•

the fact that our largest shareholders (and certain members of our management team) own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval;

•

the outcome of any pending or potential litigation, including but not limited to our expectations regarding the outcome of any such litigation and costs and expenses associated with such litigation;

•

changes in applicable laws or regulations;

•

the possibility that we may be adversely affected by other economic, business and/or competitive factors; and

•

any other risks and uncertainties, including those described under Part II, Item 1A. “Risk Factors.”

These risks are not exhaustive. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form

10-Q,

and while we

believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited).

ROIVANT SCIENCES LTD.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except share and per share amounts)


	June 30, 2022			March 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	1,942,215		$	2,060,400
Restricted cash		3,953			3,903
Other current assets		93,274			82,220

Total current assets		2,039,442			2,146,523
Property and equipment, net		31,689			25,905
Operating lease right-of-use assets		59,429			61,044
Restricted cash, net of current portion		10,301			9,731
Investments measured at fair value		301,287			325,834
Intangible assets, net		145,430			—
Other assets		12,820			16,092

Total assets	$	2,600,398		$	2,585,129

Liabilities, Redeemable Noncontrolling Interest and Shareholders’ Equity
Current liabilities:
Accounts payable	$	161,304		$	34,583
Accrued expenses		109,354			127,531
Operating lease liabilities		11,858			11,398
Current portion of long-term debt (includes $27,300 accounted for under the fair value option at June 30, 2022)		33,304			—
Deferred revenue		9,011			10,147
Other current liabilities		4,084			708

Total current liabilities		328,915			184,367
Liability instruments measured at fair value		28,181			44,912
Operating lease liabilities, noncurrent		60,395			62,468

Long-term debt, net of current portion (includes $200,700 and $177,400 accounted for under the fair value option at June 30, 2022 and March 31, 2022, respectively)		383,720			210,025
Deferred revenue, noncurrent		13,146			13,740
Other liabilities		8,159			8,183

Total liabilities		822,516			523,695

Commitments and contingencies (Note 10)
Redeemable noncontrolling interest		22,491			22,491
Shareholders’ equity:
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 701,171,465 and 694,975,965 shares issued and outstanding at June 30, 2022 and March 31, 2022, respectively		—			—
Additional paid-in capital		4,474,624			4,421,614
Accumulated deficit		(3,095,533	)		(2,763,724	)
Accumulated other comprehensive income (loss)		5,020			(946	)

Shareholders’ equity attributable to Roivant Sciences Ltd.		1,384,111			1,656,944
Noncontrolling interests		371,280			381,999

Total shareholders’ equity		1,755,391			2,038,943

Total liabilities, redeemable noncontrolling interest and shareholders’ equity	$	2,600,398		$	2,585,129

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ROIVANT SCIENCES LTD.

Condensed Consolidated Statements of Operations

(unaudited, in thousands, except share and per share amounts)


	Three Months Ended June 30,
	2022			2021
Revenue, net	$	4,319		$	7,735
Operating expenses:
Cost of revenues		1,726			742
Research and development (includes $12,243 and $1,615 of share-based compensation expense for the three months ended June 30, 2022 and 2021, respectively)		135,830			78,515
Acquired in-process research and development		—			111
Selling, general and administrative (includes $60,551 and $17,654 of share-based compensation expense for the three months ended June 30, 2022 and 2021, respectively)		149,072			82,754

Total operating expenses		286,628			162,122

Loss from operations		(282,309	)		(154,387	)

Change in fair value of investments		24,547			8,619
Change in fair value of debt and liability instruments		41,213			4,585
Gain on termination of Sumitomo Options		—			(66,472	)
Other expense (income), net		1,716			(134	)

Loss before income taxes		(349,785	)		(100,985	)
Income tax expense		3,999			93

Net loss		(353,784	)		(101,078	)
Net loss attributable to noncontrolling interests		(21,975	)		(18,895	)

Net loss attributable to Roivant Sciences Ltd.	$	(331,809	)	$	(82,183	)

Net loss per common share—basic and diluted (1)	$	(0.48	)	$	(0.13	)

Weighted average shares outstanding—basic and diluted (1)		695,878,859			649,856,203

(1)	Retroactively restated for the stock subdivision as described in Note 7.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ROIVANT SCIENCES LTD.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited, in thousands)


	Three Months Ended June 30,
	2022			2021

Net loss	$	(353,784	)	$	(101,078	)
Other comprehensive income (loss):
Foreign currency translation adjustment		5,767			(2,439	)

Total other comprehensive income (loss)		5,767			(2,439	)

Comprehensive loss		(348,017	)		(103,517	)
Comprehensive loss attributable to noncontrolling interests		(22,174	)		(18,682	)

Comprehensive loss attributable to Roivant Sciences Ltd.	$	(325,843	)	$	(84,835	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ROIVANT SCIENCES LTD.

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest

(unaudited, in thousands, except share data)


			Shareholders’ Equity
	Redeemable Noncontrolling Interest		Common Stock				Additional Paid-in Capital			Subscription Receivable		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Noncontrolling Interests			Total Shareholders’ Equity
	Redeemable Noncontrolling Interest		Shares		Amount		Additional Paid-in Capital			Subscription Receivable		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Noncontrolling Interests			Total Shareholders’ Equity
Balance at March 31, 2022	$	22,491		694,975,965	$	—	$	4,421,614		$	—	$	(946	)	$	(2,763,724	)	$	381,999		$	2,038,943
Issuance of subsidiary common shares to the Compan y		—		—		—		(251	)		—		—			—			251			—

Stock options exercised and equity instruments vested and settled, net of tax withholding		—		4,739,781		—		(8,329	)		—		—			—			—			(8,329	)
Issuance of the Company’s common shares related to settlement of transaction consideration		—		1,455,719		—		—			—		—			—			—			—
Share-based compensation		—		—		—		61,590			—		—			—			11,204			72,794
Foreign currency translation adjustment		—		—		—		—			—		5,966			—			(199	)		5,767
Net loss		—		—		—		—			—		—			(331,809	)		(21,975	)		(353,784	)

Balance at June 30, 2022	$	22,491		701,171,465	$	—	$	4,474,624		$	—	$	5,020		$	(3,095,533	)	$	371,280		$	1,755,391


			Shareholders’ Equity (1)
	Redeemable Noncontrolling Interest		Common Stock				Additional Paid-in Capital			Subscription Receivable			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Noncontrolling Interests			Total Shareholders’ Equity
	Redeemable Noncontrolling Interest		Shares		Amount		Additional Paid-in Capital			Subscription Receivable			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Noncontrolling Interests			Total Shareholders’ Equity
Balance at March 31, 2021	$	22,491		651,576,293	$	—	$	3,814,805		$	(100,000	)	$	1,445		$	(1,918,462	)	$	241,726		$	2,039,514
Issuance of subsidiary warrants		—		—		—		2,051			—			—			—			24			2,075
Cash contribution to majority-owned subsidiaries		—		—		—		(2,973	)		—			—			—			2,973			—
Share-based compensation		—		—		—		11,091			—			—			—			8,178			19,269
Foreign currency translation adjustment		—		—		—		—			—			(2,652	)		—			213			(2,439	)
Net loss		—		—		—		—			—			—			(82,183	)		(18,895	)		(101,078	)

Balance at June 30, 2021	$	22,491		651,576,293	$	—	$	3,824,974		$	(100,000	)	$	(1,207	)	$	(2,000,645	)	$	234,219		$	1,957,341

(1)	Retroactively restated for the stock subdivision as described in Note 7.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ROIVANT SCIENCES LTD.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended June 30,
	2022			2021

Cash flows from operating activities:
Net loss	$	(353,784	)	$	(101,078	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		72,794			19,269
Change in fair value of investments		24,547			8,619
Change in fair value of debt and liability instruments		41,213			4,585
Gain on termination of Sumitomo Options		—			(61,472	)
Other		11,263			838
Changes in assets and liabilities, net of effects from acquisition and divestiture:
Accounts payable		(19,451	)		(6,343	)
Accrued expenses		(18,177	)		(7,340	)
Operating lease liabilities		(2,304	)		(1,957	)
Deferred revenue		(1,730	)		(2,141	)
Other		(6,453	)		5,850

Net cash used in operating activities		(252,082	)		(141,170	)

Cash flows from investing activities:
Purchase of property and equipment		(7,459	)		(2,339	)

Net cash used in investing activities		(7,459	)		(2,339	)

Cash flows from financing activities:
Proceeds from subsidiary debt financings, net of financing costs paid		159,899			36,400
Repayment of debt by subsidiary		(7,344	)		(21,590	)
Payment of offering and loan origination costs		(2,250	)		(4,600	)
Taxes paid related to net settlement of equity instruments		(8,329	)		—

Net cash provided by financing activities		141,976			10,210

Net change in cash, cash equivalents and restricted cash		(117,565	)		(133,299	)
Cash, cash equivalents and restricted cash at beginning of period		2,074,034			2,141,676

Cash, cash equivalents and restricted cash at end of period	$	1,956,469		$	2,008,377

Non-cash investing and financing activities:
Offering costs included in accounts payable and accrued expenses	$	—		$	4,999
Intangible assets acquired but not paid	$	146,172		$	—
Other	$	691		$	6,654

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ROIVANT SCIENCES LTD.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1—Description of Business and Liquidity

(A) Description of Business

Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”) aims to improve health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company.

VTAMA

(tapinarof) was approved by the United States Food and Drug Administration (“FDA”) in May 2022 for the treatment of plaque psoriasis in adult patients.

The

Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities.

On September 30, 2021, RSL completed its business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, and began trading on Nasdaq under the ticker symbol “ROIV.”

(B) Liquidity

The Company

has incurred significant losses and negative cash flows from operations since its inception. As of June 30, 2022, the Company had cash and cash equivalents of approximately $1.9 billion and its accumulated deficit was approximately $3.1 billion. For the three months ended June 30, 2022 and 2021, the Company incurred net losses of $353.8 million and $101.1

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. Through its subsidiary Dermavant Sciences Ltd., the Company has launched its first commercial product, VTAMA, following approval by the FDA in May 2022.

The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan.

The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these 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 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, 2022. The unaudited condensed consolidated balance sheet at March 31, 2022 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023, 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.

(B) Use of Estimates

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

Additionally

, the Company assessed the impact that the

COVID-19

pandemic has had on its operations and financial results as of June 30, 2022 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.

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.

The Company has long-lived assets in different geographic locations. As of June 30, 2022 and March 31, 2022, a majority of the Company’s long-lived assets were located in the United States.

(D) Cash, Cash Equivalents, and Restricted Cash

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

Restricted cash classified as a current asset consists of legally restricted

non-interest

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

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):


	June 30, 2022		March 31, 2022
Cash and cash equivalents	$	1,942,215	$	2,060,400
Restricted cash		14,254		13,634

Cash, cash equivalents and restricted cash	$	1,956,469	$	2,074,034

(E) Contingencies

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

(F) Inventory

Inventories are recorded at the lower-of-cost or net realizable value, with cost determined based on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of the Company’s business, less reasonably predictable costs of completion, disposal, and transportation. The cost basis of the Company’s inventories is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Inventories include the cost for raw materials, the cost to manufacture the raw materials into finished goods, and overhead.

The Company performs an assessment of the recoverability of inventories during each reporting period and writes down any excess and obsolete inventories to their net realizable value in the period in which the impairment is first identified. If they occur, such impairment charges are recorded as a component of cost of goods sold in the condensed consolidated statements of operations.

Prior to initial regulatory approval, the Company expenses costs relating to the production of inventory as research and development expenses when incurred. After such time as the product receives initial regulatory approval, the Company capitalizes inventory costs related to the product.

Inventory is included in “Other current assets” on the accompanying condensed consolidated balance sheets.

(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 3, “Investments.”

(H) Intangible Assets, Net

Finite-lived intangible assets are recorded at cost, net of accumulated amortization, and, if applicable, impairment charges. Amortization of finite-lived intangible assets is recorded over the assets’ estimated useful lives on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. See Note 4, “Intangible Assets.”

(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 Datavant, (as defined and discussed in Note 3, “Investments”); liability instruments issued, including warrant and

earn-out

shares liabilities issued in connection with the Company’s business combination with MAAC (see Note 11,

“Earn-Out

Shares, Public Warrants and Private Placement Warrants”); 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 shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 3, “Investments”) and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 11,

“Earn-Out

Shares, Public Warrants and Private Placement Warrants”), 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 and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. 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) Research and Development Expenses

Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. R&D costs primarily consist of costs associated with preclinical studies and clinical trials, including amounts paid to contract research organizations, contract manufacturing organizations, and other third parties that conduct R&D activities on behalf of the Company, as well as employee-related expenses, such as salaries, share-based compensation, and benefits, for employees engaged in R&D activities.

(K) Acquired In-Process Research and Development Expenses

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

The Company evaluates in-licensed agreements for IPR&D projects to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expense in its condensed consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Payments made in connection with regulatory and sales-based milestones are capitalized and amortized to cost of revenue.

(L) 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.

License, Milestone, and Other Revenue

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 contracts from subscription and service-based fees recognized for the use of certain technology internally developed. Subscription revenue is recognized ratably over the contract period.

Product Revenue, Net

The Company began recognizing product revenues after the initial product launch of VTAMA following approval by the FDA in May 2022.

The Company sells VTAMA in the U.S. principally through wholesale, specialty distribution and pharmacy channels (collectively, “customers”). These customers subsequently resell the product to healthcare providers and patients. In addition to distribution agreements with customers, the Company enters into arrangements with healthcare providers and payers that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s product. Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, either upon shipment or delivery to the customer.

Revenues from product sales are recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration for which reserves are established that result from: (a) invoice discounts for prompt payment, cash payment and distribution service fees, (b) government and private payer rebates, chargebacks, discounts and fees, (c) performance rebates and administrative fees, (d) product returns and (e) costs of

co-pay

assistance programs for patients. These reserves are based on amounts earned or to be claimed on the related sale and are classified as reductions of accounts receivable (if the amount is payable to the customer) or accrued expenses and other current liabilities (if the amount is payable to a party other than a customer). Where appropriate, the Company utilizes the expected value method to determine the appropriate amount for estimates of variable consideration. The estimates of reserves established for variable consideration reflect current contractual and statutory requirements, the Company’s historical experience, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration that is included in the transaction price may be constrained and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results vary from the Company’s estimates, the Company adjusts these estimates in the period such change in estimate becomes known, which could affect net product revenue and earnings in the period of the adjustment.

More specifically, these adjustments include the following:

Prompt Pay and Cash Pay Discounts: The Company generally provides invoice discounts on product sales to its customers for prompt payment and/or cash payment. The Company estimates the amount of such discounts that will be utilized and deducts the amount from its gross product revenues and accounts receivable at the time such revenues are recognized.

Customer Fees: The Company pays fees to its customers for account management, data management, and other administrative services. To the extent the services received are distinct from sales of products to the customer, the Company records these payments in selling, general and administrative expenses.

Chargebacks: Chargebacks are discounts that occur when contracted customers purchase directly from a wholesaler or specialty distributor. Contracted customers, which currently consist primarily of public health service institutions, federal government entities, pharmaceutical benefit managers, and health maintenance organizations, generally purchase the product at a discounted price. The wholesaler or specialty distributor, in turn, charges back to the Company the difference between the price initially paid by the wholesaler or specialty distributor and the discounted price paid to the wholesaler or specialty distributor by the contracted customer. The allowance for chargebacks is based on actual chargebacks received and an estimate of sales to contracted customers.

Rebates: Allowances for rebates include mandated discounts under the Medicaid Drug Rebate Program and the Medicare Part D prescription drug benefit as well as contracted discounts with pharmaceutical benefit managers and health maintenance organizations. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with payers or statutory requirements pertaining to Medicaid and Medicare benefit providers. The allowance for rebates is based on contractual or statutory discount rates, estimated payer mix, and expected utilization. The Company’s estimates for expected utilization of rebates are based on historical data received from wholesalers, specialty distributors, and pharmacies since launch, as well as analog data from similar products. The Company monitors sales trends and adjusts the allowance on a regular basis to reflect the most recent rebate experience. The Company’s liability for these rebates consists of invoices received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period.

Co-payment

Assistance: The Company offers

co-payment

assistance to patients. Co-payment assistance is accrued based on an estimate of the number of co-payment assistance claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue but remains in the distribution channel inventories at the end of each reporting period.

Product Returns: Consistent with industry practice, the Company offers its customers limited product return rights for damages, shipment errors, and expiring product; provided that the return is within a specified period around the product expiration date as set forth in the applicable individual distribution or customer agreement. The Company does not allow product returns for product that has been dispensed to a patient. In arriving at its estimate for product returns, the Company considers historical product returns, the underlying product demand, and industry specific data.

Product revenue through June 30, 2022 has not been significant and is included in “Revenue, net” on the accompanying condensed consolidated statements of operations.

Trade Receivables, Net

The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of June 30, 2022 and March 31, 2022. Trade receivables, net is included in “Other current assets” on the accompanying condensed consolidated balance sheets.

(M) Cost of Revenues

Cost of revenues related to the Company’s subscription and service-based revenue recognized for the use of technology developed consists primarily of employee, hosting, and third-party data costs. Following the initial product launch of VTAMA, the Company began to recognize cost of product revenues, which includes the cost of producing and distributing inventories related to product revenue during the respective period, including manufacturing, freight, and indirect overhead costs. Additionally, cost of product revenues may include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances. Cost of product revenues through June 30, 2022 has not been significant and is included in “Cost of Revenues” on the accompanying condensed consolidated statements of operations.

Note 3—Investments

Investment in Arbutus

October 2017, pursuant to a subscription agreement entered into by RSL and Arbutus, RSL acquired 16,013,540 shares of common stock of Arbutus and 1,164,000

shares of Arbutus’ Series A participating convertible preferred shares

, which converted into 22,833,922 shares of Arbutus common stock in October 2021. The Company accounts for its investment in Arbutus as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At June 30, 2022, RSL held approximately

26% of issued and outstanding shares of

Arbutus.

At June

30, 2022 and March 31, 2022, the aggregate fair value of the Company’s investment in Arbutus was $105.3 million and $115.8 million, respectively, with the Company recognizing unrealized losses on its investment in Arbutus of $10.5 million and $11.7 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2022 and 2021, respectively. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on June 30, 2022 and March 31, 2022 of $2.71 and $2.98, respectively.

Investment in Sio

In February

2020, RSL’s ownership interest in Sio fell below 50.0%, and as a result, the Company deconsolidated Sio. The Company accounts for its investment in Sio as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Sio is considered a related party of the Company. At June 30, 2022, RSL held approximately

% of Sio’s issued and outstanding common shares.

At June 30

, 2022 and March 31, 2022, the fair value of the Company’s investment in Sio was $

6.7

million and $

12.4

million, respectively, with the Company recognizing an unrealized loss on its investment in Sio of $

5.7

million and an unrealized gain of $

2.2

million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2022 and 2021, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on June 30, 2022 and March 31, 2022 of $

0.36

and $

0.67

, respectively.

Investment in Datavant

In April 2020, following an equity raise completed by Datavant Holdings, Inc. (“Datavant”) along with a restructuring of Datavant’s equity classes, it was determined that RSL no longer controlled Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant is considered a related party of the Company.

In June 2021

, Datavant and Heracles Parent, L.L.C. (referred to herein as “Ciox Parent” and, after the closing of the Datavant Merger (as defined below), “Datavant”), a provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States, primarily through its wholly owned subsidiary CIOX Health, LLC, entered into a definitive agreement to merge Datavant with and into a newly formed wholly owned subsidiary of Ciox Parent (the “Datavant Merger”). The merger closed on July 27, 2021. At closing, the Company received approximately $

320

million in cash and a minority equity stake in Ciox Parent. As of June 30, 2022, the Company’s minority equity interest represented approximately

% of the outstanding Class A units in Ciox Parent. Ciox Parent’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion features. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted.

Following the

completion of the Datavant Merger, the Company’s minority equity interest became subject to the equity method of accounting. At such time, the fair value option was elected to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. As of June 30, 2022 and March 31, 2022, the fair value of the Company’s investment was $

186.9

million and $

193.9

million, respectively, with the Company recognizing an unrealized loss on its investment of $

7.0

million for the three months ended June 30, 2022. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 12, “Fair Value Measurements” for more information.

Note 4—Intangible Assets

In July 2018, Dermavant acquired the worldwide rights (other than for China) with respect to certain intellectual property rights retained by Welichem Biotech Inc. (“Welichem”) to VTAMA and related compounds from Glaxo Group Limited and GlaxoSmithKline Intellectual Property Development Ltd. (collectively, “GSK”) pursuant to an asset purchase agreement. GSK previously acquired rights to a predecessor formulation from Welichem pursuant to an asset purchase agreement between GSK and Welichem entered into in May 2012. The Company evaluated the agreement and determined that the acquired assets did not meet the definition of a business and thus the transaction was accounted for as an asset acquisition.

Following

the FDA approval of VTAMA in May 2022, the Company became obligated to pay a regulatory milestone to GSK of £

100.0

million (approximately $

126

million on the date of achievement) following the receipt of marketing approval of VTAMA in the United States. The milestone was paid in July 2022.

Additionally

, the first sale of VTAMA in May 2022 resulted in the achievement of a milestone to Welichem Biotech Inc. of CAD$

25.0

million (approximately $

million on the date of achievement

The milestone was paid in August 2022.

Both of the above milestones were capitalized as intangible assets upon achievement and are amortized over their estimated useful lives.

As of June 30, 2022, the amounts owed to GSK and Welichem for these milestones were recorded as part of “Accounts payable” in the accompanying condensed consolidated balance sheet.

The following table summarizes the Company’s recognized intangible assets (in thousands):


	Weighted Average Estimated Useful Lives		June 30, 2022
Gross amount		16.5 years	$	146,172
Less: accumulated amortization				(742	)

Net book value			$	145,430

Amortization

expense was $0.7 million for the three months ended June 30, 2022 and was recorded as part of “Cost of revenues” in the accompanying condensed consolidated statement of operations. Future amortization expense is approximately $6.7 million for the remainder of the year ended March 31, 2023, $8.9 million for each of the years ended from March 31, 2024 through March 31, 2027 and $103.1 million thereafter.

Note 5—Accrued Expenses

Accrued expenses at June 30, 2022 and March 31, 2022 consisted of the following (in thousands):


	June 30, 2022		March 31, 2022
Research and development expenses	$	68,914	$	66,188
Compensation-related expenses		17,845		44,262
Other expenses		22,595		17,081

Total accrued expenses	$	109,354	$	127,531

Note 6—Long-Term Debt

Dermavant

Funding Agreement with NovaQuest

In connection with

Dermavant’s acquisition of tapinarof from 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 the $117.5 million in total funding from NovaQuest, Dermavant agreed to make fixed payments to NovaQuest under the NovaQuest Agreement upon regulatory approval of tapinarof. For each of the atopic dermatitis and psoriasis indications, Dermavant is required to make quarterly payments to NovaQuest totaling $176.3 million per indication over a

six-year

period following regulatory approval of tapinarof for the applicable indication in the United States. In the event that Dermavant receives regulatory approval for one indication, and Dermavant terminates the development of the other indication for any reason other than a Technical Failure (as defined below)

then Dermavant will be required to make the above-referenced quarterly payments to NovaQuest up to $440.6 million over a

15-year

period for the approved indication, which are referred to as

15-year

Payments. A Technical Failure is deemed to occur for an indication if the development program for such indication is terminated due to (1) significant safety concerns, (2) material adverse developments or (3) the receipt by Dermavant of a complete response letter or a final

non-approval

letter from the FDA is expected to result in significant delay in or cost to reach commercialization for the applicable indication. In addition, Dermavant is required to make up to $141.0 million in payments to NovaQuest upon achievement of certain commercial milestones. In the event that Dermavant is required to start making

15-year

Payments, then Dermavant has the right to offset such amounts by up to $88.1 million of the commercial milestone payments, with such offset being applied to the quarterly payments in reverse chronological order (such that the final quarterly payments owed will be used first to offset the commercial milestone payments). The NovaQuest Agreement does not contain any royalty payment requirements on commercialization of tapinarof. Upon receiving FDA approval, Dermavant made its first quarterly payment of $7.3 million under the NovaQuest Agreement

n May 2022.

At issuance, the

Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of June 30, 2022 and March 31, 2022, the fair value of the debt was $228.0 million and $177.4

million, respectively. Refer to Note 12, “Fair Value Measurements” for additional details regarding the fair value measurement.

The carrying balance of the debt issued to NovaQuest is as follows (in thousands):


	June 30, 2022			March 31, 2022
Fair value of long-term debt	$	228,000		$	177,400
Less: current portion		(27,300	)		—

Total long-term debt, net	$	200,700		$	177,400

Credit Facility with XYQ Luxco

In May 2021

, Dermavant entered into a $40.0 million senior secured credit facility (the “Credit Facility”) entered into by Dermavant and certain of its subsidiaries in May 2021 with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. The Credit Facility has a five-year maturity and bears an interest rate of 10.0% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $5.0 million. The exit fee can be reduced to $4.0 million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of June 30, 2022. In connection with the funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 p

er common share.

Outstanding debt obligations to XYQ Luxco are as follows (in thousands):


	June 30, 2022			March 31, 2022
Principal amount	$	40,000		$	40,000
Exit fee		5,000			5,000
Less: unamortized discount and debt issuance costs		(11,862	)		(12,375	)

Total debt, net		33,138			32,625
Less: current portion		—			—

Total long-term debt, net	$	33,138		$	32,625

Revenue Interest Purchase and Sale Agreement

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,

Dermavant issued to

the Purchasers

the right to receive royalties based on

a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the United States, up to a cap of $344.0 million, in exchange for $160.0 million in committed funding, which was paid to Dermavant in June 2022 following the approval of tapinarof by the FDA.

The transaction

is accounted for as debt. Over the term of the arrangement, the effective interest rate will be updated prospectively each reporting period based on the carrying amount of the note, payments made to date, and the estimated remaining cash flows related to the note.

The RIPSA carrying balance is as follows (in thousands):


	June 30, 2022
Carrying balance	$	161,056
Less: unamortized issuance costs		(5,170	)

Total debt, net		155,886
Less: current portion		(6,004	)

Total long-term debt, net	$	149,882

Note 7—Shareholders’ Equity

(A) RSL Common Stock

On September

30, 2021 in connection with the closing of the Business Combination, the Company effected a

2.9262-for-1

stock subdivision based on the fixed exchange ratio established in the Business Combination. All per share amounts and number of shares in the

condensed

consolidated financial statements and related notes have been retroactively restated to reflect the stock split.

Additionally

, in connection with the closing of the Business Combination, the Company adjusted its authorized share capital to equal 7,000,000,000 common shares, par value $0.0000000341740141 per share. Each common share has the right to one vote. The holders of 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.

(B) Committed Equity Facility

On February

14, 2022, the Company entered into a committed equity facility (the “Facility”) with an affiliate of Cantor Fitzgerald & Co. (“Cantor”). Under the terms of the Facility, Cantor has committed to purchase up to an aggregate of $250.0 million in the Company’s 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 paid Cantor an upfront commitment fee in the form of 145,986 common shares. As of June 30, 2022, $250.0 million of the Company’s common shares remained available for sale under the Facility.

Note 8—Share-Based Compensation

(A) 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, and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit 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

. At June 30, 2022, a total of 13,190,403 common shares were available for future grants under the RSL 2021 EIP.

Stock Options and Performance Stock Options

Activity for stock options and performance options under the RSL Equity Plans for the three months ended June 30, 2022 is as follows:


	Number of Options
Options outstanding at March 31, 2022		80,364,904
Granted		74,165,410
Forfeited/Canceled		(231,768	)

Options outstanding at June 30, 2022		154,298,546


Options exercisable at June 30, 2022		47,438,548

Restricted Stock Units and Performance Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2022 is as follows:


	Number of Shares
Non-vested balance at March 31, 2022		21,956,749
Granted		8,080,813
Vested		(2,514,982	)
Forfeited		(1,098,648	)

Non-vested balance at June 30, 2022		26,423,932

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. On March 30, 2022, the Company amended the outstanding CVARs that were granted in March 2020. Pursuant to the amendment, in the event any CVARs have satisfied the time-based service and liquidity event vesting requirements (“service-vested CVARs”) but have not satisfied the applicable hurdle price on an applicable measurement date, then such CVARs will be deemed to remain outstanding and the applicable award holder will be provided the right to earn such CVARs if the hurdle price is satisfied on subsequent annual “hurdle measurement dates” prior to the original expiration date of the CVARs, being March 31, 2026. The “hurdle measurement dates” are March 30 of each of years 2023 through 2026. If the hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the CVARs will be forfeited in their entirety on the expiration date. As of June 30, 2022, there are 11,826,924

non-service-vested

CVARs and 20,185,072 service-vested CVARs relating to the March 2020 grants. The hurdle price was not satisfied for these service-vested CVARs and as such they remain outstanding.

November 2021 CVAR Grants

Activity for CVARs under the RSL 2021 EIP for the three months ended June 30, 2022 is as follows:


	Number of CVARs
Non-vested balance at March 31, 2022		6,285,250
Vested		(1,559,363	)
Forfeited		(294,250	)

Non-vested balance at June 30, 2022		4,431,637

(B) 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 $11.5 million and $8.2 million for the three months ended June 30, 2022 and 2021, respectively, related to subsidiary EIPs.

Note 9—Income Taxes

The Company’s

effective tax rate for the three months ended June 30, 2022 and 2021 was (1.1)% and (0.1)%, 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 10—Commitments and Contingencies

(A) Commitments

In conjunction with the purchase agreement of tapinarof between the Company’s subsidiary, Dermavant and GSK, Dermavant entered into a clinical supply agreement for which GSK would provide a supply of tapinarof and clinical product at an agreed upon price during the Company’s clinical trials. In April 2019, Dermavant entered into a commercial supply agreement with GSK to continue to provide certain quantities of tapinarof and commercial product at agreed upon minimum quantities and price. The commercial supply agreement commenced in April 2022 upon completion of certain quality and regulatory conditions. In July 2022, Dermavant and GSK amended the terms of the clinical supply and commercial supply agreements which released GSK of certain commitments to supply tapinarof and released Dermavant of certain commitments to purchase tapinarof in exchange for a supplementary fee. Other supply and purchase commitments under the agreements remain in effect. In addition, Dermavant and Thermo Fisher Scientific (“TFS”) entered into a Commercial Manufacturing and Supply Agreement for which TFS will provide a supply of tapinarof to Dermavant at an agreed upon price. The agreements discussed above require Dermavant to purchase certain quantities of inventory over a period of five years. The minimum purchase commitment related to these agreements is estimated to be approximately $48.2 million.

In November 202

1, the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), entered into a Product Service Agreement with Samsung Biologics Co., Ltd. (“Samsung”) by which Samsung will manufacture and supply Immunovant with batoclimab drug substance for commercial sale and perform other manufacturing-related services with respect to batoclimab. As of June 30, 2022, the minimum purchase commitment related to this agreement is estimated to be approximately $36.0 million.

In May 202

1, the Company entered into a master subscription agreement with Palantir Technologies Inc. (“Palantir”) for access to Palantir’s proprietary software for a five-year period. As of June 30, 2022, the remaining minimum payments for this software subscription are $30.0 million.

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

The Company

also has commitments relating to its long-term debt and operating leases. Refer to Note

, “Long-Term Debt” for further information. There have been no material changes to the commitments relating to the Company’s operating leases during the three months ended June 30, 2022 outside the ordinary course of business. For further information regarding the Company’s lease commitments, refer to Note 12, “Leases” in the Company’s Annual Report on Form

10-K

for the year ended March 31, 2022.

(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.

Immunovant Securities Litigation

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 sought 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, as amended, on behalf of a putative class consisting of those who purchased or otherwise acquired Immunovant’s securities pursuant and/or

traceable to Immunovant’s

follow-on

public offering on or about September 2, 2020. On March 15, 2022, the lead plaintiff filed a further amended complaint. On May 27, 2022, the defendants, including the Company, filed motions to dismiss that amended complaint. The fully briefed motion to dismiss, including defendants’ opening briefs, lead plaintiff’s opposition and defendants’ replies must be filed with the court or before September 9, 2022. The Company intends to continue 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.

Acuitas Declaratory Judgment Action

In March 2022, Acuitas Therapeutics Inc. filed a lawsuit in the U.S. District Court for the Southern District of New York against two of the Company’s affiliates, Genevant and Arbutus, seeking a declaratory judgment that U.S. Patents 8,058,069, 8,492,359, 8,822,668, 9,006,417, 9,364,435, 9,404,127, 9,504,651, 9,518,272 and 11,141,378 are not infringed by the manufacture, use, offer for sale, sale or importation into the United States of COMIRNATY, Pfizer’s and BioNTech’s vaccine for

COVID-19

and are otherwise invalid. On June 24, 2022, Genevant and Arbutus informed the court of their intent to file a motion to dismiss the lawsuit for lack of an actual controversy. Each of Genevant and Arbutus intend to continue to vigorously defend the case.

The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintain director and officer liability insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors. To date, the Company has not incurred any material costs related to these indemnification obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of June 30, 2022 and March 31, 2022.

Note

11—Earn-Out

Shares, Public Warrants and Private Placement Warrants

Earn-Out

In connection with the Business Combination, the Company issued the following:

2,033,591 common shares to Patient Square Capital LLC (the “MAAC Sponsor”) and 10,000 common shares issued to each of MAAC’s independent directors (collectively, the “20%

Earn-Out

Shares”), which will vest if the closing price of the Company’s 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 common shares issued to the MAAC Sponsor and 5,000 common shares issued to each of MAAC’s independent directors (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 the Company’s common shares is greater than or equal to $20.00 over any twenty out of thirty trading day period during the Vesting Period (as defined below).

The remaining number of common shares issued to the MAAC Sponsor and each of MAAC’s independent director are not subject to the vesting conditions described above (the “Retained Shares”).

The Vesting Period commenced on November 9, 2021 and ends no later than September 30, 2026 (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the Earn-Out Shares unvested as of such time will automatically vest immediately prior to the consummation of such Sale. If any

Earn-Out

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

Earn-Out

Shares will be forfeited.

The

Earn-Out

Shares require liability classification and are classified as “Liability instruments measured at fair value” on the 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. As of June 30, 2022, no

Earn-Out

Shares have vested.

Public Warrants and Private Placement Warrants

Immediately

following the Business Combination, the Company had 10,214,365 outstanding warrants for the purchase of one of the Company’s common shares, which were held by the MAAC Sponsor at an exercise price of $11.50 (the “Private Placement Warrants”), and 20,535,896 outstanding warrants for the purchase of one of the Company’s common shares, which were held by MAAC’s shareholders at an exercise price of $11.50 (the “Public Warrants”). Pursuant to the agreement governing these warrants, the Private Placement Warrants and Public

Warrants became exercisable 30 days following the completion of the Business Combination and 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 the Company’s common stock 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 the MAAC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

The Private Placement

Warrants and Public Warrants require liability classification 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. As of June 30, 2022, 60,021 Public Warrants have been exercised and none redeemed.

Note 12—Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and March 31, 2022, by level, within the fair value hierarchy (in thousands):


	As of June 30, 2022								As of March 31, 2022
	Level 1		Level 2		Level 3		Balance as of June 30, 2022		Level 1		Level 2		Level 3		Balance as of March 31, 2022
Assets:
Money market funds	$	976,592	$	—	$	—	$	976,592	$	1,297,844	$	—	$	—	$	1,297,844

Investment in Datavant Class A units		—		—		186,944		186,944		—		—		193,963		193,963
Investment in Sio common shares		6,688		—		—		6,688		12,447		—		—		12,447

Investment in Arbutus common shares		105,277		—		—		105,277		115,765		—		—		115,765
Other investment		2,378		—		—		2,378		3,659		—		—		3,659

Total assets at fair value	$	1,090,935	$	—	$	186,944	$	1,277,879	$	1,429,715	$	—	$	193,963	$	1,623,678

Liabilities:
Debt issued by Dermavant to NovaQuest	$	—	$	—	$	228,000	$	228,000	$	—	$	—	$	177,400	$	177,400
Liability instruments measured at fair value (1)		12,286		—		15,895		28,181		18,019		—		26,893		44,912

Total liabilities at fair value	$	12,286	$	—	$	243,895	$	256,181	$	18,019