|
|
|
(State or Other Jurisdiction of Incorporation)
|
(CommissionFile Number)
|
(I.R.S. Employer Identification No.)
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
|
||
|
|
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
Exhibit
No.
|
Description of Exhibit
|
|
Roivant Sciences Ltd. Press Release, dated November 14, 2022
|
||
104
|
Cover Page Interactive Data File (embedded with Inline XBRL document)
|
ROIVANT SCIENCES LTD.
|
||
By: | /s/ Matt Maisak | |
Name:
|
Matt Maisak
|
|
Title:
|
Authorized Signatory
|
|
Dated:
|
November 14, 2022
|
•
|
First major PBM/payer contract signed for VTAMA, effective October 1
|
•
|
Over 54,000 VTAMA prescriptions written by approximately 6,400 prescribers since launch show strong demand, with fiscal Q2 2022 net product
revenue of $5.0 million
|
•
|
Unveiled IMVT-1402, a next generation anti-FcRn which showed deep IgG lowering similar to batoclimab with no or minimal impact observed on
albumin and LDL (low-density lipoprotein) levels in animal studies
|
•
|
Completed enrollment for potentially registrational trial for brepocitinib in systemic lupus erythematosus (SLE), with topline data on track
to be announced in the second half of calendar year 2023
|
•
|
Federal court denied Moderna’s partial motion to dismiss Genevant and Arbutus’s pending IP infringement suit
|
•
|
Roivant: On November 8, priced $150 million total gross primary and
secondary offering, consisting of gross primary proceeds to Roivant of $100 million. Roivant continued its cost optimization and pipeline reprioritization initiatives initially announced in June 2022 in order to focus capital on the most
valuable and meaningful opportunities in the pipeline, while maintaining the financial flexibility to opportunistically in-license assets. Roivant expects that its consolidated cash, cash equivalents and restricted cash of $1.6 billion at
September 30, 2022, or $1.9 billion after giving effect to subsequent Roivant and Immunovant follow-on offerings and anticipated proceeds from the sale of Myovant equity rights to Sumitomo Pharma, along with continued cost savings
initiatives, support cash runway into second half of calendar year 2025.
|
•
|
Dermavant: Through November 4, VTAMA has had over 54,000 prescriptions
written by approximately 6,400 unique prescribers, based on IQVIA data. For the quarter ended September 30, 2022, Roivant reported VTAMA net product revenue of $5.0 million, representing a gross-to-net yield of approximately 12%.
Dermavant also entered into a reimbursement contract with one of the three largest PBMs, effective October 1, 2022. Finally, Dermavant announced results from its maximal use pharmacokinetic study of VTAMA in atopic dermatitis, which
showed minimal to no systemic absorption and favorable tolerability when used in pediatric patients down to age two.
|
•
|
Priovant: Completed enrollment for its ongoing potentially
registrational global trial evaluating oral brepocitinib for the treatment of SLE in August 2022. Oral brepocitinib is a potential first-in-class dual, selective inhibitor of TYK2 and JAK1 licensed from Pfizer that has been evaluated in
14 completed Phase 1 and Phase 2 trials, including 5 placebo-controlled Phase 2 trials in psoriatic arthritis, plaque psoriasis, ulcerative colitis, alopecia areata and hidradenitis suppurativa that generated statistically significant and
clinically meaningful efficacy results. With over 1,000 patients exposed in these studies, brepocitinib showed a safety and tolerability profile in line with other class agents. Priovant is also developing oral brepocitinib for the
treatment of dermatomyositis, for which it recently initiated a single potentially registrational Phase 3 trial.
|
•
|
Immunovant: At Roivant’s Investor Day on September 28, Immunovant
unveiled IMVT-1402, a next generation anti-FcRn which showed deep IgG lowering similar to batoclimab with no or minimal impact observed on albumin and LDL levels in a head-to-head animal study with batoclimab and placebo. Additionally, on
September 7 Immunovant unveiled two new development programs for batoclimab in Graves’ disease and chronic inflammatory demyelinating polyneuropathy (CIDP). Immunovant also completed a $75.0 million follow-on offering in October, with
leading life sciences investors including Logos Capital, Deep Track Capital, Frazier Life Sciences, TCGX, BVF Partners, and Commodore Capital participating.
|
•
|
Genevant: On November 2, the federal district court in Delaware issued
an opinion and order in the patent infringement suit brought by Genevant and Arbutus against Moderna. The court denied Moderna’s partial motion to dismiss the suit based on the government-contractor defense under 28 U.S.C. Section 1498,
which was an attempt by Moderna to shift liability for an unspecified portion its alleged infringement to the US government and taxpayers. The case is now expected to proceed to the pre-trial discovery phase.
|
•
|
Proteovant: Disclosed today data from its preclinical estrogen receptor
(ER) degrader demonstrating equal or better tumor reduction in an in vivo model in a head-to-head comparison with the most advanced degrader in its class.
|
•
|
Affivant: Affivant and Affimed jointly unveiled AFVT-2101 at the Society for Immunotherapy of Cancer (SITC) Annual Meeting in Boston on November 8. AFVT-2101 is a tetravalent, bispecific ICE® (innate cell engager) that selectively
targets folate receptor alpha (FRα) and CD16A (FcγR3A). AFVT-2101 directs innate immune cells to kill tumor cells selectively and potently with a wide range of FRα expression. Due to the high avidity for CD16A, AFVT-2101 is more
efficacious and potent in both antibody-dependent cellular cytotoxicity (ADCC) and antibody-dependent cellular phagocytosis (ADCP) assays than farletuzumab, a monoclonal antibody targeting FRα.
|
•
|
Dermavant: Expects to provide updates on the commercial launch of VTAMA
for psoriasis on a periodic basis and to report topline data from the Phase 3 trials of VTAMA for the treatment of atopic dermatitis in the first half of calendar year 2023.
|
•
|
Priovant: Plans to announce topline results from the potentially
registrational trial evaluating brepocitinib for the treatment of patients with SLE in the second half of calendar year 2023.
|
•
|
Immunovant: Phase 3 trials of batoclimab in myasthenia gravis (MG) and
thyroid eye disease (TED) progressing and expects to have top-line results from the MG trial in the second half of calendar year 2024 and from the two TED trials in the first half of calendar year 2025. A pivotal Phase 2b trial in CIDP is
planned to be initiated by the end of calendar year 2022, with initial results from the open label period expected in the first half of calendar year 2024. In Graves’ disease, a Phase 2 trial is planned to be initiated in early calendar
year 2023 with initial results expected in the second half of calendar year 2023. Immunovant plans to finalize the lead asset and trial design in WAIHA following an expected engagement with the hematology division of the FDA before the
end of calendar year 2022. Immunovant plans to submit an IND and initiate a Phase 1 study for IMVT-1402 in early 2023 with initial human data expected in mid-2023; Immunovant believes these Phase 1 results together with strong IgG
biomarker data from batoclimab may accelerate the development program for 1402.
|
•
|
Hemavant: Plans to announce data from the ongoing open-label Phase 1/2
trial evaluating RVT-2001 for the treatment of transfusion-dependent anemia in lower-risk MDS patients in the second half of calendar year 2023.
|
•
|
Kinevant: Plans to report topline data from the ongoing Phase 2 trial
of namilumab for the treatment of sarcoidosis in the first half of calendar year 2024.
|
September 30, 2022
|
March 31, 2022
|
|||||||
Cash, cash equivalents and restricted cash
|
$
|
1,612,646
|
$
|
2,074,034
|
||||
Total assets
|
2,215,534
|
2,585,129
|
||||||
Total liabilities
|
701,385
|
523,695
|
||||||
Total shareholders’ equity
|
1,514,149
|
2,038,943
|
||||||
Total liabilities, redeemable noncontrolling interest and shareholders’ equity
|
2,215,534
|
2,585,129
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Revenue, net
|
$
|
12,533
|
$
|
13,987
|
$
|
16,852
|
$
|
21,722
|
||||||||
Operating expenses:
|
||||||||||||||||
Cost of revenues
|
3,641
|
6,381
|
5,367
|
7,123
|
||||||||||||
Research and development (includes $7,417 and $28,157 of share-based compensation expense for the three months ended September
30, 2022 and 2021 and $19,660 and $29,772 for the six months ended September 30, 2022 and 2021, respectively)
|
131,995
|
132,098
|
267,825
|
210,613
|
||||||||||||
Acquired in-process research and development
|
—
|
122,161
|
—
|
122,272
|
||||||||||||
Selling, general and administrative (includes $54,479 and $369,155 of share-based compensation expense for the three months
ended September 30, 2022 and 2021 and $115,030 and $386,809 for the six months ended September 30, 2022 and 2021, respectively)
|
157,663
|
437,776
|
306,735
|
520,530
|
||||||||||||
Total operating expenses
|
293,299
|
698,416
|
579,927
|
860,538
|
||||||||||||
Loss from operations
|
(280,766
|
)
|
(684,429
|
)
|
(563,075
|
)
|
(838,816
|
)
|
||||||||
Change in fair value of investments
|
54,678
|
(32,273
|
)
|
79,225
|
(23,654
|
)
|
||||||||||
Gain on sale of investment
|
—
|
(443,754
|
)
|
—
|
(443,754
|
)
|
||||||||||
Change in fair value of debt and liability instruments
|
(13,541
|
)
|
13,145
|
27,672
|
17,730
|
|||||||||||
Gain on termination of Sumitomo Options
|
—
|
—
|
—
|
(66,472
|
)
|
|||||||||||
Gain on deconsolidation of subsidiary
|
(16,762
|
)
|
—
|
(16,762
|
)
|
—
|
||||||||||
Other expense, net
|
8,615
|
3,692
|
10,331
|
3,558
|
||||||||||||
Loss before income taxes
|
(313,756
|
)
|
(225,239
|
)
|
(663,541
|
)
|
(326,224
|
)
|
||||||||
Income tax expense
|
2,165
|
401
|
6,164
|
494
|
||||||||||||
Net loss
|
(315,921
|
)
|
(225,640
|
)
|
(669,705
|
)
|
(326,718
|
)
|
||||||||
Net loss attributable to noncontrolling interests
|
(24,331
|
)
|
(17,159
|
)
|
(46,306
|
)
|
(36,054
|
)
|
||||||||
Net loss attributable to Roivant Sciences Ltd.
|
$
|
(291,590
|
)
|
$
|
(208,481
|
)
|
$
|
(623,399
|
)
|
$
|
(290,664
|
)
|
||||
Net loss per common share—basic and diluted
|
$
|
(0.42
|
)
|
$
|
(0.32
|
)
|
$
|
(0.89
|
)
|
$
|
(0.45
|
)
|
||||
Weighted average shares outstanding—basic and diluted
|
699,888,061
|
650,225,764
|
697,894,414
|
650,041,993
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||||||||||||||
Note
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||||
Net loss
|
$
|
(315,921
|
)
|
$
|
(225,640
|
)
|
$
|
(669,705
|
)
|
$
|
(326,718
|
)
|
|||||||
Adjustments:
|
|||||||||||||||||||
Cost of revenues
|
|||||||||||||||||||
Amortization of intangible assets
|
(1)
|
|
2,200
|
—
|
2,942
|
—
|
|||||||||||||
Research and development:
|
|||||||||||||||||||
Share-based compensation
|
(2)
|
|
7,417
|
28,157
|
19,660
|
29,772
|
|||||||||||||
Depreciation and amortization
|
(3)
|
|
1,230
|
780
|
2,300
|
1,523
|
|||||||||||||
General and administrative:
|
|||||||||||||||||||
Share-based compensation
|
(2)
|
|
54,479
|
369,155
|
115,030
|
386,809
|
|||||||||||||
Depreciation and amortization
|
(3)
|
|
1,646
|
589
|
2,512
|
1,333
|
|||||||||||||
Other:
|
|||||||||||||||||||
Change in fair value of investments
|
(4)
|
|
54,678
|
(32,273
|
)
|
79,225
|
(23,654
|
)
|
|||||||||||
Gain on sale of investment
|
(5)
|
|
—
|
(443,754
|
)
|
—
|
(443,754
|
)
|
|||||||||||
Change in fair value of debt and liability instruments
|
(6)
|
|
(13,541
|
)
|
13,145
|
27,672
|
17,730
|
||||||||||||
Gain on termination of Sumitomo Options
|
(7)
|
|
—
|
—
|
—
|
(66,472
|
)
|
||||||||||||
Gain on deconsolidation of subsidiary
|
(8)
|
|
(16,762
|
)
|
—
|
(16,762
|
)
|
—
|
|||||||||||
Estimated income tax impact from adjustments
|
(9)
|
|
(2,219
|
)
|
(156
|
)
|
(346
|
)
|
60
|
||||||||||
Adjusted net loss (Non-GAAP)
|
$
|
(226,793
|
)
|
$
|
(289,997
|
)
|
$
|
(437,472
|
)
|
$
|
(423,371
|
)
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||||||||||||||
Note
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||||
Research and development expenses
|
$
|
131,995
|
$
|
132,098
|
$
|
267,825
|
$
|
210,613
|
|||||||||||
Adjustments:
|
|||||||||||||||||||
Share-based compensation
|
(2)
|
|
7,417
|
28,157
|
19,660
|
29,772
|
|||||||||||||
Depreciation and amortization
|
(3)
|
|
1,230
|
780
|
2,300
|
1,523
|
|||||||||||||
Adjusted research and development expenses (Non-GAAP)
|
$
|
123,348
|
$
|
103,161
|
$
|
245,865
|
$
|
179,318
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||||||||||||||
Note
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||||
Selling, general and administrative expenses
|
$
|
157,663
|
$
|
437,776
|
$
|
306,735
|
$
|
520,530
|
|||||||||||
Adjustments:
|
|||||||||||||||||||
Share-based compensation
|
(2)
|
|
54,479
|
369,155
|
115,030
|
386,809
|
|||||||||||||
Depreciation and amortization
|
(3)
|
|
1,646
|
589
|
2,512
|
1,333
|
|||||||||||||
Adjusted selling, general and administrative expenses (Non-GAAP)
|
$
|
101,538
|
$
|
68,032
|
$
|
189,193
|
$
|
132,388
|
•
|
Cantor Medical & Aesthetic Dermatology, Ophthalmology & MedTech Conference in Miami from December 7-8. CFO Richard Pulik will participate in the panel
“Commercial Successes, Current & Upcoming Launches” at 9:00 a.m. EST on Thursday, December 8
|
•
|
Jefferies Healthcare Summit in Denver from December 14-15
|
•
|
41st Annual J.P. Morgan Healthcare Conference in San Francisco from January 9-12
|