10-Q 1 ef20015327_10q.htm 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 December 31, 2023
OR

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.)

7th Floor
50 Broadway
London SW1H 0DB
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 ROIV The Nasdaq Global Select 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.

Large accelerated filer
Accelerated filer
 
Non-accelerated filer
Smaller reporting company
 


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. 

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 February 9, 2024, the registrant had 805,846,006 common shares, par value $0.0000000341740141 per share, outstanding (the “Common Shares”).




TABLE OF CONTENTS

   
  Page
PART I—FINANCIAL INFORMATION
 
       
Item 1.
7
       
  7
       
   8
       
  9
       
  10
       
  12
       
  13
       
Item 2.
32
       
Item 3.
47
       
Item 4.
48
       
PART II—OTHER INFORMATION
 
       
Item 1.
49
       
Item 1A.
49
       
Item 2.
108
       
Item 3.
108
       
Item 4.
108
       
Item 5.
109
       
Item 6.
110
       
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 and others 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 have not generated significant revenue from our operations since inception, and there is no guarantee that we will do so in the future.

We may never achieve sustained profitability.

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 or in-license new product candidates.

Our drug discovery efforts may not be successful in identifying 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.

We face risks associated with potential future payments related to our products and product candidates.

Our business strategy and potential for future growth relies on a number of assumptions, some or all of which may not be realized.

We may engage in strategic transactions that could impact our liquidity, increase our expenses and present significant distractions to our management.

Our management has broad discretion in respect of use of our cash and cash equivalents, including the proceeds from the Roche Transaction. In the future, we may decide to return capital to shareholders, whether through share repurchases, cash dividends or otherwise, and the amount and timing of such capital returns is subject to the discretion of our board of directors and will vary from time to time.  There is no guarantee that such proceeds will be used to increase our operating results or enhance the value of our Common Shares.

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.

Certain of our products and product candidates are novel, complex and difficult to manufacture. We could experience manufacturing problems that result in delays in our development or commercialization programs or otherwise harm our business.

We may encounter difficulties enrolling and retaining patients in clinical trials, and clinical development activities could thereby be delayed or otherwise adversely affected.


The results of our preclinical studies and clinical trials may not support our proposed claims for our products or product candidates, or regulatory approvals on a timely basis or at all, and the results of earlier studies and trials may not be predictive of future trial results.

Interim, top-line or preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

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. If we are unable to obtain regulatory approval in one or more jurisdictions for any products or product candidates, our business will be substantially harmed.

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 may 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 may not be able to complete certain strategic transactions if a proposed transaction may be subject to review or approval by regulatory authorities pursuant to certain U.S. laws or regulations.

We are exposed to risks and fluctuations related to our significant holdings of cash and cash equivalents

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. Any such outcome could have a materially adverse effect on our business. Our pending patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications.

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 and bye-laws, as well as provisions of 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 own a significant percentage of our Common Shares and are able to exert significant control over matters subject to shareholder approval.

Future sales, or the perception of future sales, of our Common Shares by us or our existing shareholders could cause the market price for our Common Shares to decline and impact our ability to raise capital in the future.

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;

our ability to acquire or in-license new product candidates;

our ability to identify new product candidates through our discovery efforts;

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

our ability to consummate strategic transactions;

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;

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

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;

interim, top-line and/or preliminary data from our clinical trials changing as more data becoming available or data being delayed due to audit and verification processes;

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 own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval;

future sales of securities by us or our largest shareholders, or the perception of such sales, and the impact thereof on the price of our common shares;

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)

   
December 31, 2023
   
March 31, 2023
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
6,670,810
   
$
1,676,813
 
Other current assets
   
135,923
     
121,774
 
Total current assets
   
6,806,733
     
1,798,587
 
Property and equipment, net
   
21,857
     
39,086
 
Operating lease right-of-use assets
   
46,898
     
53,251
 
Investments measured at fair value
   
239,927
     
304,317
 
Intangible assets, net
   
150,415
     
144,881
 
Other assets
   
46,849
     
49,482
 
Total assets
 
$
7,312,679
   
$
2,389,604
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accounts payable
 
$
35,226
   
$
37,830
 
Accrued expenses
   
122,148
     
167,129
 
Operating lease liabilities
   
10,477
     
11,693
 
Current portion of long-term debt (includes $26,950 and $26,940 accounted for under the fair value option at December 31, 2023 and March 31, 2023, respectively)
   
45,706
     
40,720
 
Other current liabilities
   
31,342
     
15,076
 
Total current liabilities
   
244,899
     
272,448
 
Liability instruments measured at fair value
   
28,374
     
63,546
 
Operating lease liabilities, noncurrent
   
47,059
     
53,476
 
Long-term debt, net of current portion (includes $194,560 and $180,700 accounted for under the fair value option at December 31, 2023 and March 31, 2023, respectively)
   
403,337
     
375,515
 
Other liabilities
   
4,428
     
17,032
 
Total liabilities
   
728,097
     
782,017
 
Commitments and contingencies (Note 11)
               
Shareholders’ equity:
   
       
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 804,890,910 and 760,143,393 shares issued and outstanding at December 31, 2023 and March 31, 2023, respectively
   
     
 
Additional paid-in capital
    5,390,260      
4,933,137
 
Retained earnings / (accumulated deficit)
   
727,287
     
(3,772,754
)
Accumulated other comprehensive loss
   
(27,784
)
   
(2,617
)
Shareholders’ equity attributable to Roivant Sciences Ltd.
   
6,089,763
     
1,157,766
 
Noncontrolling interests
   
494,819
     
449,821
 
Total shareholders’ equity
   
6,584,582
     
1,607,587
 
Total liabilities and shareholders’ equity
 
$
7,312,679
   
$
2,389,604
 

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 December 31,
   
Nine Months Ended December 31,
 
   
2023
   
2022
    2023
    2022
 
Revenues:
                       
Product revenue, net
  $ 20,666     $ 9,244     $ 55,749     $ 14,354  
License, milestone and other revenue
    16,474       7,808       40,116       19,550  
Revenue, net
    37,140       17,052       95,865       33,904  
Operating expenses:
                               
Cost of revenues
   
3,668
     
3,586
      11,148       8,953  
Research and development (includes $7,475 and $6,888 of share-based compensation expense for the three months ended December 31, 2023 and 2022 and $24,305 and $26,548 for the nine months ended December 31, 2023 and 2022, respectively)
   
123,717
     
125,533
      380,834       393,358  
Acquired in-process research and development
   
     
97,749
      26,450       97,749  
Selling, general and administrative (includes $46,944 and $50,741 of share-based compensation expense for the three months ended December 31, 2023 and 2022 and $128,445 and $165,771 for the nine months ended December 31, 2023 and 2022, respectively)
   
197,282
     
168,261
      517,827       474,996  
Total operating expenses
   
324,667
     
395,129
      936,259       975,056  
Gain on sale of Telavant net assets
    5,348,410             5,348,410        
Income (loss) from operations    
5,060,883
     
(378,077
)
    4,508,016       (941,152 )
Change in fair value of investments
   
10,467
     
(25,948
)
    63,880       53,277  
Change in fair value of debt and liability instruments
   
9,331
     
62,360
      85,376       90,032  
Gain on deconsolidation of subsidiaries           (12,514 )     (17,354 )     (29,276 )
Interest income
    (31,953 )     (10,249 )     (62,967 )     (17,900 )
Interest expense
    9,444       8,446       27,603       19,393  
Other income, net
   
(34,743
)
   
(18,095
)
    (33,405 )     (11,060 )
Net income (loss) before income taxes
   
5,098,337
     
(382,077
)
    4,444,883       (1,045,618 )
Income tax expense
   
25,672
     
2,819
      31,181       8,983  
Net income (loss)    
5,072,665
     
(384,896
)
    4,413,702       (1,054,601 )
Net loss attributable to noncontrolling interests
   
(23,519
)
   
(32,882
)
    (86,339 )     (79,188 )
Net income (loss) attributable to Roivant Sciences Ltd.
 
$
5,096,184
   
$
(352,014
)
  $ 4,500,041     $ (975,413 )
                                 
Net income (loss) per common share:
                               
Basic
  $ 6.37
    $ (0.49 )   $ 5.79
    $ (1.39 )
Diluted
 
$
6.03
   
$
(0.49
)
  $ 5.46
    $ (1.39 )

                               
Weighted average shares outstanding:
                               
Basic
    800,587,716
      713,319,399       776,759,728
      703,054,773  
Diluted
    844,461,685
      713,319,399       824,310,013
      703,054,773  

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

ROIVANT SCIENCES LTD.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited, in thousands)

   
Three Months Ended December 31,
   
Nine Months Ended December 31,
 
   
2023
   
2022
    2023     2022  
Net income (loss)  
$
5,072,665
   
$
(384,896
)
  $ 4,413,702     $ (1,054,601 )
Other comprehensive (loss) income:                                
Foreign currency translation adjustment
   
(25,066
)
   
(8,972
)
    (25,612 )     547  
Total other comprehensive (loss) income
   
(25,066
)
   
(8,972
)
    (25,612 )     547  
Comprehensive income (loss)
   
5,047,599
     
(393,868
)
    4,388,090       (1,054,054 )
Comprehensive loss attributable to noncontrolling interests
   
(23,873
)
   
(32,036
)
    (86,784 )     (78,858 )
Comprehensive income (loss) attributable to Roivant Sciences Ltd.
 
$
5,071,472
   
$
(361,832
)
  $ 4,474,874     $ (975,196 )

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
 
   
   
Additional
Paid-in
Capital
   
Accumulated
Other
Comprehensive
Loss
   
(Accumulated Deficit) /
Retained Earnings
   
Noncontrolling
Interests
   
Total
Shareholders’
Equity
 
    Common Stock  
   
Shares
   
Amount
 
Balance at March 31, 2023
   
760,143,393
   
$
   
$
4,933,137
   
$
(2,617
)
 
$
(3,772,754
)
 
$
449,821
   
$
1,607,587
 
Issuance of the Company’s common shares in connection with equity incentive plans and tax withholding payments
    6,994,468             14,395                         14,395  
Subsidiary stock options exercised
   
     
     
503
     
     
     
387
     
890
 
Cash contributions to majority-owned subsidiaries
                (623 )                 623        
Dividend declared by subsidiary
                                  (6,000 )     (6,000 )
Share-based compensation
   
     
     
34,498
     
     
     
14,762
     
49,260
 
Foreign currency translation adjustment
   
     
     
     
(3,993
)
   
     
(155
)
   
(4,148
)
Net loss
   
     
     
     
     
(291,816
)
   
(36,029
)
   
(327,845
)
Balance at June 30, 2023
   
767,137,861
   
$
   
$
4,981,910
   
$
(6,610
)
 
$
(4,064,570
)
 
$
423,409
   
$
1,334,139
 
Issuance of the Company’s common shares, net of issuance costs
    19,600,685
            199,822                         199,822  
Issuance of the Company’s common shares related to settlement of warrants
    7,554,549             83,264                         83,264  
Issuance of the Company’s common shares under employee stock purchase plan
    96,385             587                         587  
Issuance of the Company’s common shares in connection with equity incentive plans, net of forfeitures, and tax withholding payments
    6,402,885             20,873                         20,873  
Deconsolidation of subsidiaries
                                  (35,050 )     (35,050 )
Subsidiary stock options exercised
                131                   65       196  
Cash contributions to majority-owned subsidiaries
                (571 )                 571        
Share-based compensation
                34,487                   14,831       49,318  
Foreign currency translation adjustment
                      3,538             64       3,602  
Net loss
                            (304,327 )     (26,791 )     (331,118 )
Balance at September 30, 2023
    800,792,365     $     $ 5,320,503     $ (3,072 )   $ (4,368,897 )   $ 377,099     $ 1,325,633  
Disposition of Telavant
                                  (87,500 )     (87,500 )
Issuance of the Company’s common shares in connection with equity incentive plans and tax withholding payments
    4,098,545             2,456                         2,456  
Issuance of subsidiary common shares, net of issuance costs
                129,763                   108,970       238,733  
Subsidiary stock options exercised
                1,711                   1,400       3,111  
Issuance of subsidiary common shares to the Company and cash contributions to the majority-owned subsidiaries
                (104,172 )                 104,172        
Share-based compensation
                39,999                   14,551       54,550  
Foreign currency translation adjustment
                      (24,712 )           (354 )     (25,066 )
Net income (loss)
                            5,096,184       (23,519 )     5,072,665  
Balance at December 31, 2023
   
804,890,910     $
    $
5,390,260     $
(27,784 )   $
727,287     $
494,819     $
6,584,582  

         
Shareholders’ Equity
 
   
Redeemable
Noncontrolling
Interest
   

   
Additional
Paid-in
Capital
   
Accumulated
Other
Comprehensive
Income (Loss)
   

Accumulated Deficit
   
Noncontrolling
Interests
   
Total
Shareholders’
Equity
 
    Common Stock  
   
Shares
   
Amount
 
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 Company
   
     
     
     
(251
)
   
     
     
251
     
 
Issuance of the Company’s common shares in connection with equity incentive plans and tax withholding payments
   
     
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
 
Issuance of the Company’s common shares in connection with equity incentive plans
          1,185,639                                      
Issuance of the Company’s common shares and other consideration for an acquisition
          2,029,877             8,836                   112       8,948  
Issuance of subsidiary common shares to the Company and cash contributions to majority-owned subsidiaries
                      (2,240 )                 2,240        
Deconsolidation of subsidiary
    (22,491 )                                          
Share-based compensation
                      57,415                   4,564       61,979  
Foreign currency translation adjustment
                            4,069             (317 )     3,752  
Net loss
                                  (291,590 )     (24,331 )     (315,921 )
Balance at September 30, 2022
  $       704,386,981     $     $ 4,538,635     $ 9,089     $ (3,387,123 )   $ 353,548     $ 1,514,149  
Issuance of the Company’s common shares, net of issuance costs
          20,000,000             94,735                         94,735  
Issuance of common shares in connection with equity incentive plans and tax withholding payments
          2,417,850             (982 )                       (982 )
Issuance of subsidiary common shares to the Company and cash contributions to majority- owned subsidiaries
                      (2,822 )                 2,822        
Issuance of subsidiary common shares, net of issuance costs
                      19,599                   48,129       67,728  
Subsidiary stock options exercised
                      260                   177       437  
Deconsolidation of subsidiary
                                        (292 )     (292 )
Issuance of subsidiary preferred shares
                                        87,500       87,500  
Share-based compensation
                      45,961                   11,770       57,731  
Foreign currency translation adjustment
                            (9,818 )           846       (8,972 )
Net loss
                                  (352,014 )     (32,882 )     (384,896 )
Balance at December 31, 2022
  $
      726,804,831     $
    $
4,695,386     $
(729 )   $
(3,739,137 )   $
471,618     $
1,427,138  

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)

   
Nine Months Ended December 31,
 
   
2023
   
2022
 
Cash flows from operating activities:
           
Net income (loss)  
$
4,413,702
   
$
(1,054,601
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
Non-cash acquired in-process research and development
          87,749  
Share-based compensation
   
152,903
     
192,504
 
Change in fair value of investments
   
63,880
     
53,277
 
Change in fair value of debt and liability instruments
   
85,376
     
90,032
 
Gain on deconsolidation of subsidiaries
    (17,354 )     (29,276 )
Gain on sale of Telavant net assets
    (5,348,410 )      
Depreciation and amortization
    16,811       12,904  
Non-cash lease expense
    5,047       6,009  
Other
   
(31,846
)
   
(8,066
)
Changes in assets and liabilities, net of effects from acquisition and divestiture:
               
Other current assets
    (18,767 )     (31,037 )
Accounts payable
   
1,797
     
13,970
 
Accrued expenses
   
(15,785
)
   
5,702
 
Operating lease liabilities
   
(6,151
)
   
(6,814
)
Other
   
41,986
     
3,342
 
Net cash used in operating activities
   
(656,811
)
   
(664,305
)
Cash flows from investing activities:
               
Milestone payments
          (140,136 )
Purchase of property and equipment
   
(1,033
)
   
(11,068
)
Proceeds from sale of subsidiary interests
    47,500        
Proceeds from sale of Telavant net assets, net