Exhibit 99.1

Roivant Announces Redemption of Outstanding Warrants

 

BASEL, Switzerland and LONDON and NEW YORK and BOSTON, August 2, 2023 (GLOBE NEWSWIRE) – Roivant (Nasdaq: ROIV) today announced that it will redeem all of its outstanding public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) to purchase Roivant’s common shares (the “Common Shares”) pursuant to its Warrant Agreement dated September 30, 2021 with Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) as successor warrant agent (the “Warrant Agent”) (the “Warrant Agreement”), that remain outstanding following 5:00 p.m. New York City Time on September 1, 2023 (the “Redemption Date”) for a redemption price of $0.10 per Warrant (the “Redemption Price”).

 

Under the terms of the Warrant Agreement, Roivant is entitled to redeem the Public Warrants at a redemption price of $0.10 per Public Warrant if (i) the last reported sales price (the “Reference Value”) of the Common Shares is at least $10.00 per share for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given and (ii) if the Reference Value is less than $18.00 per share, the outstanding Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. This share price performance requirement was satisfied as of July 28, 2023. The Warrant Agent has delivered the notice of redemption (the “Notice of Redemption”) to each of the registered holders of the outstanding Warrants on behalf of Roivant.

 

At any time after the Notice of Redemption has been delivered and prior to 5:00 p.m. New York City Time on the Redemption Date, the Warrants may be: (1) exercised by the Warrant holders for cash, at an exercise price of $11.50 per Common Share, or (2) surrendered by the Warrant holders on a “cashless basis” (a “Make-Whole Exercise”), in which case the surrendering holder will receive a number of Common Shares determined in accordance with the terms of the Warrant Agreement and based on: (i) the period of time between the Redemption Date and the expiration of the Warrants, and (ii) the “redemption fair market value” (being the volume-weighted average price of the Common Shares for the ten trading days immediately following the date of the Notice of Redemption) (the “Redemption Fair Market Value”). Roivant will inform holders of Warrants of the Redemption Fair Market Value no later than one (1) business day after the ten (10) trading day period ends. In no event will the number of Common Shares issued in connection with a Make-Whole Exercise exceed 0.361 Common Shares per Warrant. If any holder of Warrants would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a Common Share, the number of shares the holder is entitled to receive will be rounded down to the nearest whole number of shares. The Public Warrants are listed on Nasdaq under the symbol “ROIVW.” The Public Warrants will cease trading on Nasdaq at 5:00 p.m. New York City Time on the Redemption Date.

 

The rights of the Warrant holders to exercise their Warrants will terminate at 5:00 p.m. New York City Time on the Redemption Date. Any Warrants that remain unexercised at 5:00 p.m. New York City Time on the Redemption Date will be delisted, void and no longer exercisable, and the holders of unexercised Warrants will have no rights with respect to those Warrants, except to receive the Redemption Price.

 

The Common Shares issuable upon exercise of the Warrants have been registered by Roivant under the Securities Act of 1933, as amended (the “Securities Act”), under a registration statement filed on Form S-3 with, and declared effective by, the Securities and Exchange Commission on October 3, 2023 (Registration No. 333-267503).

 

Questions concerning redemption and exercise of the Warrants can be directed to the Warrant Agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), at 6201 15th Avenue Brooklyn, NY 11219 Attention: Relationship Management, telephone number (877) 248-6417.

 

For a copy of the Notice of Redemption, please visit our investor relations website at https://investor.roivant.com/.

 

None of the Company, its Board of Directors or employees has made or is making any representation or recommendation to any Warrant holder as to whether to exercise or refrain from exercising any Warrants.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any Roivant securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

 

About Roivant

 

Roivant is a commercial-stage biopharmaceutical company that aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. Today, Roivant’s pipeline is concentrated in inflammation and immunology and includes VTAMA®, a novel topical approved for the treatment of psoriasis and in development for the treatment of atopic dermatitis; batoclimab and IMVT-1402, fully human monoclonal antibodies targeting the neonatal Fc receptor (“FcRn”) in development across several IgG-mediated autoimmune indications; and RVT-3101, an anti-TL1A antibody in development for ulcerative colitis and Crohn’s disease, in addition to several other therapies in various stages of clinical development. We advance our pipeline by creating nimble subsidiaries or “Vants” to develop and commercialize our medicines and technologies. Beyond therapeutics, Roivant also incubates discovery-stage companies and health technology startups complementary to its biopharmaceutical business. For more information, visit www.roivant.com.

 

Forward-Looking Statements

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Common Shares and herewith tenders payment for such Common Shares to the order of Roivant Sciences Ltd. (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such Common Shares be registered in the name of _________, whose address is _______________________ and that such Common Shares be delivered to _________ whose address is _______________________. If said number of Common Shares is less than all of the Common Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Common Shares be registered in the name of ____________, whose address is ________________, and that such Warrant Certificate be delivered to __________, whose address is ___________________.

 

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise (as defined in the Warrant Agreement), the number of Common Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

 

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Common Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

 

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Common Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

 

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Common Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Common Shares. If said number of shares of Common Stock is less than all of the Common Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Common Shares be registered in the name of ________________, whose address is ___________, and that such Warrant Certificate be delivered to ____________, whose address is ______________.

 

Signature Guaranteed: ________________

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).