UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event reported): November 10, 2022
Roivant Sciences Ltd.
(Exact Name of Registrant as Specified in Charter)
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Bermuda
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001-40782
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98-1173944
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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7th Floor
50 Broadway
London SW1H 0DB
United Kingdom
(Address of Principal Executive Offices, and Zip Code)
+44 207 400 3347
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, $0.0000000341740141 par value per share
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ROIV
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one Common Share
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ROIVW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☒
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. ☒
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 8, 2022, Roivant Sciences Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald &
Co. (the “Underwriter”), as the sole underwriter, and the selling shareholders named therein (the “Selling Shareholders”) relating to the issuance and sale in an underwritten offering (the “Offering”) of 30,000,000 (the “Shares”) of the Company’s
common shares, par value $0.0000000341740141 per share, at an offering price of $5.00 per share. Of those Shares, 20,000,000 were sold by the Company and 10,000,000 were sold by the Selling Shareholders. Total gross proceeds from the Offering before
deducting underwriting discounts and commissions and other offering expenses were $150 million, consisting of gross proceeds to the Company of $100 million and gross proceeds to the Selling Shareholders of $50 million. The Company did not receive any
of the proceeds from the sale of its Shares by the Selling Shareholders.
The Shares were offered pursuant to a registration statement on Form S-3 (File No. 333-267503), which was declared effective by the Securities and Exchange
Commission (the “SEC”) on October 3, 2022, as supplemented by a prospectus supplement, dated November 8, 2022, and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The Offering closed on November 10, 2022.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
The legal opinion of Conyers Dill & Pearman Limited relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit
5.1 to this Current Report on Form 8-K.
On November 8, 2022, the Company issued a press release announcing the pricing of its underwritten public offering of its common shares. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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Underwriting Agreement, dated as of November 8, 2022, by and among Roivant Sciences Ltd., Cantor Fitzgerald & Co., and the Selling Shareholders
named therein
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Opinion of Conyers Dill & Pearman Limited
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
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Roivant Sciences Ltd. Press Release, dated November 8, 2022
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104
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Cover Page Interactive Data File (embedded with Inline XBRL document)
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ROIVANT SCIENCES LTD.
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By:
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/s/ Matt Maisak
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Name: Matt Maisak
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Title: Authorized Signatory
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