Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-40782 | |
Entity Registrant Name | ROIVANT SCIENCES LTD. | |
Entity Central Index Key | 0001635088 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1173944 | |
Entity Address, Address Line One | 7th Floor | |
Entity Address, Address Line Two | 50 Broadway | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | SW1H 0DB | |
Country Region | 44 | |
City Area Code | 207 | |
Local Phone Number | 400 3347 | |
Title of 12(b) Security | Common Shares, $0.0000000341740141 per share | |
Trading Symbol | ROIV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 805,846,006 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
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 |
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 | 0 | 0 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Current liabilities: | ||
Current portion of long-term debt accounted for under fair value option | $ 26,950 | $ 26,940 |
Long term debt accounted under fair value option | $ 194,560 | $ 180,700 |
Shareholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.00000003417 | $ 0.00000003417 |
Common stock, shares authorized (in shares) | 7,000,000,000 | 7,000,000,000 |
Common stock, shares issued (in shares) | 804,890,910 | 760,143,393 |
Common stock, shares outstanding (in shares) | 804,890,910 | 760,143,393 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||||
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 | 0 | 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 | 0 | 5,348,410 | 0 |
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 | 0 | (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: | ||||
Net income (loss) per common share - basic (in dollars per share) | $ 6.37 | $ (0.49) | $ 5.79 | $ (1.39) |
Net income (loss) per common share - diluted (in dollars per share) | $ 6.03 | $ (0.49) | $ 5.46 | $ (1.39) |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding, basic (in shares) | 800,587,716 | 713,319,399 | 776,759,728 | 703,054,773 |
Weighted average shares outstanding, diluted (in shares) | 844,461,685 | 713,319,399 | 824,310,013 | 703,054,773 |
Product Revenue, Net [Member] | ||||
Revenues: | ||||
Revenue, net | $ 20,666 | $ 9,244 | $ 55,749 | $ 14,354 |
License, Milestone and Other Revenue [Member] | ||||
Revenues: | ||||
Revenue, net | $ 16,474 | $ 7,808 | $ 40,116 | $ 19,550 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based compensation | $ 152,903 | $ 192,504 | ||
Research and Development Expense [Member] | ||||
Share-based compensation | $ 7,475 | $ 6,888 | 24,305 | 26,548 |
Selling, General and Administrative Expense [Member] | ||||
Share-based compensation | $ 46,944 | $ 50,741 | $ 128,445 | $ 165,771 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract] | ||||
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) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | (Accumulated Deficit) / Retained Earnings [Member] | Noncontrolling Interests [Member] | Total |
Beginning balance at Mar. 31, 2022 | $ 22,491 | ||||||
Ending balance at Jun. 30, 2022 | 22,491 | ||||||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 4,421,614 | $ (946) | $ (2,763,724) | $ 381,999 | $ 2,038,943 | |
Beginning balance (in shares) at Mar. 31, 2022 | 694,975,965 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments | $ 0 | (8,329) | 0 | 0 | 0 | (8,329) | |
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments (in shares) | 4,739,781 | ||||||
Issuance of subsidiary common shares to the Company | $ 0 | (251) | 0 | 0 | 251 | 0 | |
Issuance of subsidiary common shares to the Company (in shares) | 0 | ||||||
Issuance of the Company's common shares related to settlement of transaction consideration | $ 0 | 0 | 0 | 0 | 0 | 0 | |
Issuance of the Company's common shares related to settlement of transaction consideration (in shares) | 1,455,719 | ||||||
Share-based compensation | $ 0 | 61,590 | 0 | 0 | 11,204 | 72,794 | |
Foreign currency translation adjustment | 0 | 0 | 5,966 | 0 | (199) | 5,767 | |
Net income (loss) | 0 | 0 | 0 | (331,809) | (21,975) | (353,784) | |
Ending balance at Jun. 30, 2022 | $ 0 | 4,474,624 | 5,020 | (3,095,533) | 371,280 | 1,755,391 | |
Ending balance (in shares) at Jun. 30, 2022 | 701,171,465 | ||||||
Beginning balance at Mar. 31, 2022 | 22,491 | ||||||
Ending balance at Dec. 31, 2022 | 0 | ||||||
Beginning balance at Mar. 31, 2022 | $ 0 | 4,421,614 | (946) | (2,763,724) | 381,999 | 2,038,943 | |
Beginning balance (in shares) at Mar. 31, 2022 | 694,975,965 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (1,054,601) | ||||||
Ending balance at Dec. 31, 2022 | $ 0 | 4,695,386 | (729) | (3,739,137) | 471,618 | 1,427,138 | |
Ending balance (in shares) at Dec. 31, 2022 | 726,804,831 | ||||||
Beginning balance at Jun. 30, 2022 | 22,491 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Deconsolidation of subsidiaries | (22,491) | ||||||
Ending balance at Sep. 30, 2022 | 0 | ||||||
Beginning balance at Jun. 30, 2022 | $ 0 | 4,474,624 | 5,020 | (3,095,533) | 371,280 | 1,755,391 | |
Beginning balance (in shares) at Jun. 30, 2022 | 701,171,465 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Deconsolidation of subsidiary | $ 0 | 0 | 0 | 0 | 0 | 0 | |
Issuance of the Company's common shares in connection with equity incentive plans | $ 0 | 0 | 0 | 0 | 0 | 0 | |
Issuance of the Company's common shares in connection with equity incentive plans (in shares) | 1,185,639 | ||||||
Issuance of the Company's common shares and other consideration for an acquisition | $ 0 | 8,836 | 0 | 0 | 112 | 8,948 | |
Issuance of the Company's common shares and other consideration for an acquisition (in shares) | 2,029,877 | ||||||
Issuance of subsidiary common shares to the Company and cash contributions to majority-owned subsidiaries | $ 0 | (2,240) | 0 | 0 | 2,240 | 0 | |
Share-based compensation | 0 | 57,415 | 0 | 0 | 4,564 | 61,979 | |
Foreign currency translation adjustment | 0 | 0 | 4,069 | 0 | (317) | 3,752 | |
Net income (loss) | 0 | 0 | 0 | (291,590) | (24,331) | (315,921) | |
Ending balance at Sep. 30, 2022 | $ 0 | 4,538,635 | 9,089 | (3,387,123) | 353,548 | 1,514,149 | |
Ending balance (in shares) at Sep. 30, 2022 | 704,386,981 | ||||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of the Company's common shares, net of issuance costs | $ 0 | 94,735 | 0 | 0 | 0 | 94,735 | |
Issuance of the Company's common shares, net of issuance costs (in shares) | 20,000,000 | ||||||
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments | $ 0 | (982) | 0 | 0 | 0 | (982) | |
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments (in shares) | 2,417,850 | ||||||
Issuance of subsidiary common shares to the Company | $ 0 | 19,599 | 0 | 0 | 48,129 | 67,728 | |
Deconsolidation of subsidiary | 0 | 0 | 0 | 0 | (292) | (292) | |
Subsidiary stock options exercised | 0 | 260 | 0 | 0 | 177 | 437 | |
Issuance of subsidiary common shares to the Company and cash contributions to majority-owned subsidiaries | 0 | (2,822) | 0 | 0 | 2,822 | 0 | |
Share-based compensation | 0 | 45,961 | 0 | 0 | 11,770 | 57,731 | |
Issuance of subsidiary preferred shares | 0 | 0 | 0 | 0 | 87,500 | 87,500 | |
Foreign currency translation adjustment | 0 | 0 | (9,818) | 0 | 846 | (8,972) | |
Net income (loss) | 0 | 0 | 0 | (352,014) | (32,882) | (384,896) | |
Ending balance at Dec. 31, 2022 | $ 0 | 4,695,386 | (729) | (3,739,137) | 471,618 | 1,427,138 | |
Ending balance (in shares) at Dec. 31, 2022 | 726,804,831 | ||||||
Beginning balance at Mar. 31, 2023 | $ 0 | 4,933,137 | (2,617) | (3,772,754) | 449,821 | 1,607,587 | |
Beginning balance (in shares) at Mar. 31, 2023 | 760,143,393 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments | $ 0 | 14,395 | 0 | 0 | 0 | 14,395 | |
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments (in shares) | 6,994,468 | ||||||
Subsidiary stock options exercised | $ 0 | 503 | 0 | 0 | 387 | 890 | |
Share-based compensation | 0 | 34,498 | 0 | 0 | 14,762 | 49,260 | |
Cash contributions to majority-owned subsidiaries | 0 | (623) | 0 | 0 | 623 | 0 | |
Dividend declared by subsidiary | 0 | 0 | 0 | 0 | (6,000) | (6,000) | |
Foreign currency translation adjustment | 0 | 0 | (3,993) | 0 | (155) | (4,148) | |
Net income (loss) | 0 | 0 | 0 | (291,816) | (36,029) | (327,845) | |
Ending balance at Jun. 30, 2023 | $ 0 | 4,981,910 | (6,610) | (4,064,570) | 423,409 | 1,334,139 | |
Ending balance (in shares) at Jun. 30, 2023 | 767,137,861 | ||||||
Beginning balance at Mar. 31, 2023 | $ 0 | 4,933,137 | (2,617) | (3,772,754) | 449,821 | 1,607,587 | |
Beginning balance (in shares) at Mar. 31, 2023 | 760,143,393 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 4,413,702 | ||||||
Ending balance at Dec. 31, 2023 | $ 0 | 5,390,260 | (27,784) | 727,287 | 494,819 | 6,584,582 | |
Ending balance (in shares) at Dec. 31, 2023 | 804,890,910 | ||||||
Beginning balance at Jun. 30, 2023 | $ 0 | 4,981,910 | (6,610) | (4,064,570) | 423,409 | 1,334,139 | |
Beginning balance (in shares) at Jun. 30, 2023 | 767,137,861 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of the Company's common shares, net of issuance costs | $ 0 | 199,822 | 0 | 0 | 0 | 199,822 | |
Issuance of the Company's common shares, net of issuance costs (in shares) | 19,600,685 | ||||||
Issuance of the Company's common shares in connection with equity incentive plans, net of forfeitures, and tax withholding payments | $ 0 | 20,873 | 0 | 0 | 0 | 20,873 | |
Issuance of the Company's common shares in connection with equity incentive plans, net of forfeitures, and tax withholding payments (in shares) | 6,402,885 | ||||||
Issuance of the Company's common shares related to settlement of warrants | $ 0 | 83,264 | 0 | 0 | 0 | 83,264 | |
Issuance of the Company's common shares related to settlement of warrants (in shares) | 7,554,549 | ||||||
Issuance of the Company's common shares under employee stock purchase plan | $ 0 | 587 | 0 | 0 | 0 | 587 | |
Issuance of the Company's common shares under employee stock purchase plan (in shares) | 96,385 | ||||||
Deconsolidation of subsidiary | $ 0 | 0 | 0 | 0 | (35,050) | (35,050) | |
Subsidiary stock options exercised | 0 | 131 | 0 | 0 | 65 | 196 | |
Share-based compensation | 0 | 34,487 | 0 | 0 | 14,831 | 49,318 | |
Cash contributions to majority-owned subsidiaries | 0 | (571) | 0 | 0 | 571 | 0 | |
Foreign currency translation adjustment | 0 | 0 | 3,538 | 0 | 64 | 3,602 | |
Net income (loss) | 0 | 0 | 0 | (304,327) | (26,791) | (331,118) | |
Ending balance at Sep. 30, 2023 | $ 0 | 5,320,503 | (3,072) | (4,368,897) | 377,099 | 1,325,633 | |
Ending balance (in shares) at Sep. 30, 2023 | 800,792,365 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Disposition of Telavant | $ 0 | 0 | 0 | 0 | (87,500) | (87,500) | |
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments | $ 0 | 2,456 | 0 | 0 | 0 | 2,456 | |
Issuance of the Company's common shares in connection with equity incentive plans and tax withholding payments (in shares) | 4,098,545 | ||||||
Issuance of subsidiary common shares to the Company | $ 0 | 129,763 | 0 | 0 | 108,970 | 238,733 | |
Issuance of subsidiary common shares to the Company (in shares) | 0 | ||||||
Subsidiary stock options exercised | $ 0 | 1,711 | 0 | 0 | 1,400 | 3,111 | |
Issuance of subsidiary common shares to the Company and cash contributions to majority-owned subsidiaries | 0 | (104,172) | 0 | 0 | 104,172 | 0 | |
Share-based compensation | 0 | 39,999 | 0 | 0 | 14,551 | 54,550 | |
Foreign currency translation adjustment | 0 | 0 | (24,712) | 0 | (354) | (25,066) | |
Net income (loss) | 0 | 0 | 0 | 5,096,184 | (23,519) | 5,072,665 | |
Ending balance at Dec. 31, 2023 | $ 0 | $ 5,390,260 | $ (27,784) | $ 727,287 | $ 494,819 | $ 6,584,582 | |
Ending balance (in shares) at Dec. 31, 2023 | 804,890,910 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | 0 | 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) | 0 |
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 | 0 | (140,136) |
Purchase of property and equipment | (1,033) | (11,068) |
Proceeds from sale of subsidiary interests | 47,500 | 0 |
Proceeds from sale of Telavant net assets, net | 5,233,396 | 0 |
Cash decrease upon deconsolidation of subsidiaries | (83,679) | (6,706) |
Other | 511 | 88 |
Net cash provided by (used in) investing activities | 5,196,695 | (157,822) |
Cash flows from financing activities: | ||
Proceeds from issuance of the Company's common shares, net of issuance costs paid | 199,822 | 94,735 |
Proceeds from issuance of subsidiary common shares, net of issuance costs paid | 238,733 | 67,727 |
Proceeds from subsidiary debt financings, net of financing costs paid | 0 | 159,899 |
Payment of subsidiary dividend | (6,000) | 0 |
Repayment of debt by subsidiary | (21,815) | (22,108) |
Payment of offering costs and loan origination costs | 0 | (2,250) |
Payments on principal portion of finance lease obligations | (1,225) | 0 |
Proceeds from exercise of the Company's and subsidiary stock options | 51,023 | 569 |
Taxes paid related to net settlement of equity awards | (9,101) | (9,442) |
Proceeds from issuance of the Company's common shares under employee stock purchase plan | 587 | 0 |
Proceeds from exercise of the Company's warrants | 5 | 0 |
Payment for redemptions of the Company's warrants | (41) | 0 |
Net cash provided by financing activities | 451,988 | 289,130 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 1,471 | 0 |
Net change in cash, cash equivalents and restricted cash | 4,993,343 | (532,997) |
Cash, cash equivalents and restricted cash at beginning of period | 1,692,115 | 2,074,034 |
Cash, cash equivalents and restricted cash at end of period | 6,685,458 | 1,541,037 |
Non-cash investing and financing activities: | ||
Cashless exercise of the Company's warrants | 83,258 | 0 |
Issuance of the Company's common shares and other consideration for an acquisition | 0 | 9,694 |
Other | $ 301 | $ 7,063 |
Description of Business and Liq
Description of Business and Liquidity | 9 Months Ended |
Dec. 31, 2023 | |
Description of Business and Liquidity [Abstract] | |
Description of Business and Liquidity | 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, “Equity Method 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 operating losses and negative cash flows from operations since its inception. In December 2023, the Company recognized a gain of approximately $5.3 billion on the sale of Telavant net assets. As of December 31, 2023 , the Company had cash and cash equivalents of approximately $6.7 billion and its retained earnings was $727.3 million . For the nine months ended December 31, 2023 and 2022 , the Company incurred net income of approximately $4.4 billion and a net loss of approximately $1.1 billion , 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 may require additional capital to fully implement its business plan. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC. The unaudited condensed consolidated balance sheet at March 31, 2023 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 nine months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2024, 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. (C) Concentrations 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 December 31, 2023 and March 31, 2023, 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. 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): December 31, 2023 March 31, 2023 Cash and cash equivalents $ 6,670,810 $ 1,676,813 Restricted cash (included in “Other current assets”) 5,165 5,011 Restricted cash (included in “Other assets”) 9,483 10,291 Cash, cash equivalents and restricted cash $ 6,685,458 $ 1,692,115 (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) 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, “Equity Method Investments.” (G) 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 Heracles Parent, L.L.C., the parent entity of Datavant, (as defined and discussed in Note 3, “Equity Method Investments”); liability instruments issued, including warrant and earn-out shares liabilities issued in connection with the Company’s business combination with MAAC (as discussed in Note 12, “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 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, “Equity Method Investments”) and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 12, “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. Prior to their settlement, the Public Warrants were publicly traded and therefore were classified as Level 1 as the Public Warrants had 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. (H) Significant Accounting Policies There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Form 10-K for the year ended March 31, 2023. (I) Recently Adopted Accounting Pronouncements The Company did not adopt any material accounting pronouncements during the nine months ended December 31, 2023. (J) Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and subsequent interim periods, with early adoption permitted. These amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements . |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments [Abstract] | |
Equity Method Investments | Note 3—Equity Method Investments The Company maintains equity method investments in certain entities. As of December 31, 2023 and March 31, 2023, the most significant of these were our investments in Arbutus and Datavant (as defined below), which are accounted for using the fair value option. The Company determined that it does not control these entities and as a result does not consolidate these entities. Due to the Company’s significant influence over operating and financial policies of these entities, the entities are considered related parties of the Company. Investment in Arbutus The Company holds an investment in Arbutus in the form of 38,847,462 common shares of Arbutus. As of December 31, 2023, RSL held approximately 23% of issued and outstanding shares of Arbutus. At December 31, 2023 and March 31, 2023 , the aggregate fair value of the Company’s investment in Arbutus was $97.1 million and $117.7 million , respectively. During the three and nine months ended December 31, 2023 , the Company recognized an unrealized gain of $18.3 million and an unrealized loss of $20.6 million on its investment in Arbutus, respectively, in the accompanying condensed consolidated statements of operations. During the three and nine months ended December 31, 2022 , the Company recognized an unrealized gain of $16.3 million and an unrealized loss of $25.3 million on its investment in Arbutus, respectively, in the accompanying condensed consolidated statements of operations. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on December 31, 2023 and March 31, 2023 Investment in Datavant 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”), 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”). As of December 31, 2023, the Company’s minority equity interest represented approximately 9% 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 rights. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. As of December 31, 2023 and March 31, 2023 , the fair value of the Company’s investment was $135.9 million and $178.6 million , respectively. During the three and nine months ended December 31, 2023 , the Company recognized unrealized losses on its investment in Datavant of $28.4 million and $42.6 million , respectively, in the accompanying condensed consolidated statements of operations. During the three and nine months ended December 31, 2022 , the Company recognized an unrealized gain on of $7.5 million and an unrealized loss of $21.4 million on its investment in Datavant, respectively, in the accompanying condensed consolidated statements of operations . 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 13, “Fair Value Measurements” for more information. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | 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 $20 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 being amortized over their estimated useful lives. As of December 31, 2023, the remaining weighted average estimated useful lives of the intangible assets was 14.8 years. The following table summarizes the Company’s recognized intangible assets (in thousands): December 31, 2023 March 31, 2023 Gross amount $ 166,471 $ 152,629 Less: accumulated amortization (16,056 ) (7,748 ) Net book value $ 150,415 $ 144,881 Amortization expense was $2.4 million and $2.2 million for the three months ended December 31, 2023 and 2022, respectively, and $7.2 million and $5.2 million for the nine months ended December 31, 2023 and 2022, respectively. Amortization expense was recorded as part of “Cost of revenues” in the accompanying condensed consolidated statement of operations. Future amortization expense is approximately $2.5 million for the remainder of the year ended March 31, 2024, $10.1 million for each of the years ended from March 31, 2025 through March 31, 2028 and $107.5 million thereafter. The Company’s intangible assets are denominated in currencies other than U.S. dollar and therefore are subject to foreign currency movements. |
Recent Transactions
Recent Transactions | 9 Months Ended |
Dec. 31, 2023 | |
Recent Transactions [Abstract] | |
Recent Transactions | Note 5—Recent Transactions (A) Telavant Disposition On December 14, 2023 (the “Transaction Date”), the Company completed the sale of its entire equity interest in its majority-owned subsidiary, Telavant Holdings, Inc. (“Telavant”), to Roche Holdings, Inc. (“Roche”) (the “Roche Transaction”). The Roche Transaction was made pursuant to a Stock Purchase Agreement dated October 22, 2023 among the Company, Telavant, Pfizer Inc. (“Pfizer”), and Roche (the “Stock Purchase Agreement”). Telavant was jointly formed by the Company and Pfizer in November 2022 to develop and commercialize RVT-3101, an anti-TL1A antibody in development for ulcerative colitis (“UC”) and Crohn’s disease, in the United States and Japan. Prior to the Roche Transaction, the Company held 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer owned the remaining 25%, in each case on an as-converted basis. Pursuant to the Stock Purchase Agreement, Roche acquired all of the issued and outstanding shares of capital stock of Telavant in exchange for approximately $7.1 billion in cash at the closing of the Roche Transaction and a one-time milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC. The $7.1 billion in closing consideration was paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction, and this same treatment will be applied to the one-time milestone payment. The Company received an upfront payment of approximately $5.2 billion in cash as its pro rata portion of the consideration upon closing of the Roche Transaction. Additionally, the Company is eligible to receive approximately $110 million for its pro rata portion of the one-time milestone payment if the milestone payment condition is satisfied. At the closing of the Roche Transaction, Roche acquired the full rights to further develop and manufacture RVT-3101 and commercialize it in the United States and Japan pending clinical and regulatory success. Outside of the United States and Japan, Pfizer holds commercialization rights. In addition, following the closing of the Roche Transaction, Roche acquired Telavant’s option to enter into a global collaboration with Pfizer on a next generation p40/TL1A directed bispecific antibody, currently in Phase 1. The Telavant entity that was sold did not meet the definition of a business, and therefore the Company concluded that the Roche Transaction was a sale of non-financial assets, with control transferred at closing. ’s The Company recognized a gain on sale of Telavant net assets of approximately during the and months ended December in the accompanying condensed consolidated statements of operations. The gain does not include the Company’s portion of the -time milestone payment, which will be recognized in the period it is achieved. The gain on sale of Telavant net assets qualifies under the substantial shareholding exemption and consequently is not subject to the corporation income tax. The table below summarizes the calculation of the gain. (in thousand s Consideration: Upfront cash payment $ 5,234,373 Carrying amount of noncontrolling interest derecognized 87,500 Total consideration 5,321,873 Assets sold 3,253 Liabilities transferred 29,790 Net liabilities sold (26,537 ) Gain on sale of Telavant net assets $ 5,348,410 The pretax loss generated by Telavant was $27.3 million for the period from October 1, 2023 to the Transaction Date and $71.1 million for the period from April 1, 2023 to the Transaction Date. The pretax loss generated by Telavant for the period from inception on November 14, 2022 to December 31, 2022 was $89.4 million. The entirety of the Telavant pretax losses was attributable to the Company. (B) Asset Acquisition In July 2023, a newly-formed subsidiary in-licensed certain intellectual property rights in exchange for a $14.0 million upfront cash payment. The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The acquired rights represent in-process research and development assets, which were determined to have no alternative future use. Accordingly, the Company recorded $14.0 million as acquired in-process research and development expense in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2023. Additionally, the newly-formed subsidiary agreed to pay up to $280 million of future development, regulatory, and commercial milestone payments and tiered high-single digit sales-based royalties. (C) Deconsolidation of Subsidiaries In July 2023, VantAI Holdings, Inc. (“VantAI”), a wholly-owned subsidiary of the Company, completed a transaction pursuant to which SK, Inc. (“SK”) contributed $6.0 million to VantAI in exchange for preferred shares in VantAI (the “VantAI Preferred Financing”). In August 2023, the Company and SK Biopharmaceuticals Co., Ltd. (“SK Bio”), a subsidiary of SK, completed a transaction pursuant to which SK Bio purchased all of the Company’s shares in Proteovant Sciences, Inc. (“Proteovant”) in exchange for $47.5 million (the “Proteovant Sale”). As a result of changes in governance and voting rights, the Company determined that it no longer held a controlling financial interest in VantAI. Accordingly, the Company deconsolidated VantAI as of July 2023. The Company recorded a $17.4 million gain on deconsolidation of Proteovant and VantAI in the accompanying condensed consolidated statements of operations for the nine months ended December 31, 2023. Upon deconsolidation, the Company recorded its $9.0 million retained investment in VantAI based upon the fair value of the preferred shares held by the Company. Due to the Company’s significant influence over the operating and financial policies of VantAI, the Company will account for its retained interest under the equity method of accounting. |
Certain Balance Sheet Component
Certain Balance Sheet Components | 9 Months Ended |
Dec. 31, 2023 | |
Certain Balance Sheet Components [Abstract] | |
Certain Balance Sheet Components | Note 6— Certain Balance Sheet Components (A) Other Current Assets Other current assets at December 31, 2023 and March 31, 2023 consisted of the following (in thousands): December 31, 2023 March 31, 2023 Prepaid expenses $ 52,642 $ 60,827 Trade receivables, net 41,078 30,379 Restricted cash 5,165 5,011 Inventory 5,240 2,761 Income tax receivable 3,209 2,356 Interest receivable 18,901 4,909 Other 9,688 15,531 Total other current assets $ 135,923 $ 121,774 (B) Accrued Expenses Accrued expenses at December 31, 2023 and March 31, 2023 consisted of the following (in thousands): December 31, 2023 March 31, 2023 Research and development expenses $ 43,627 $ 76,278 Compensation-related expenses 41,406 55,186 Sales allowances 16,808 17,569 Other expenses 20,307 18,096 Total accrued expenses $ 122,148 $ 167,129 (C) Other Current Liabilities Other current liabilities at December 31, 2023 and March 31, 2023 consisted of the following (in thousands): December 31, 2023 March 31, 2023 Deferred revenue $ 4,695 $ 12,444 Income tax payable 25,223 542 Other 1,424 2,090 Total other current liabilities $ 31,342 $ 15,076 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 7—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 for the psoriasis indication, Dermavant made its first quarterly payment of $7.3 million under the NovaQuest Agreement in May 2022 and has made cumulative quarterly payments totaling $51.4 million as of December 31, 2023. 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 records 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 December 31, 2023 and March 31, 2023, the fair value of the debt was $221.5 million and $207.6 million, respectively. Refer to Note 13, “Fair Value Measurements” for additional details regarding the fair value measurement. The carrying balance of the debt issued to NovaQuest was as follows (in thousands): December 31, 2023 March 31, 2023 Fair value of long-term debt $ 221,510 $ 207,640 Less: current portion (26,950 ) (26,940 ) Total long-term debt, net $ 194,560 $ 180,700 Credit Facility with XYQ Luxco In May 2021, Dermavant and certain of its subsidiaries entered into a $40.0 million senior secured credit facility (the “Credit Facility”) 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 December 31, 2023. 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 per common share. Outstanding debt obligations to XYQ Luxco were as follows (in thousands): December 31, 2023 March 31, 2023 Principal amount $ 40,000 $ 40,000 Exit fee 5,000 5,000 Less: unamortized discount and debt issuance costs (8,221 ) (10,170 ) Total debt, net 36,779 34,830 Less: current portion — — Total long-term debt, net $ 36,779 $ 34,830 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., together with U.S. Bank National Association, as collateral agent. Under the terms of the RIPSA, Dermavant is obligated to pay 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 the $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 was as follows (in thousands): December 31, 2023 March 31, 2023 Carrying balance $ 195,297 $ 178,571 Less: unamortized issuance costs (4,543 ) (4,806 ) Total debt, net 190,754 173,765 Less: current portion (18,756 ) (13,780 ) Total long-term debt, net $ 171,998 $ 159,985 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | Note 8—Shareholders’ Equity (A) At-the-Market Equity Offering Program On September 19, 2022, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell its common shares having an aggregate offering price of up to $400.0 million from time to time through an “at-the-market” equity offering program under which Cowen acts as the Company’s agent (the “ATM Facility”). As of December 31, 2023, the Company had $400.0 million of remaining capacity available under the ATM Facility. (B) Common Share Purchase and Share Agreements In September 2023, the Company entered into common share purchase and sale agreements with certain institutional investors, pursuant to which the Company sold an aggregate of 19,600,685 of its common shares at a purchase price of $10.21 per share. Net proceeds to the Company were approximately $199.8 million after deducting offering expenses. (C) Consolidated Vant Equity Transaction Immunovant In October 2023, the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), completed an underwritten public offering of 8,475,500 shares of its common stock (including 1,526,316 shares of common stock purchased by the Company on the same terms as other investors in the offering and the full exercise of the underwriters’ option to purchase 1,105,500 additional shares of common stock) at a price to the public of $38.00 per share. Concurrent with the public offering, the Company purchased 4,473,684 shares of Immunovant’s common stock in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, at the same price per share as investors in the public offering of $38.00 per share. The net proceeds to Immunovant were approximately $466.7 million after deducting underwriting discounts and commissions, placement agent fees and offering expenses. The Company’s equity ownership interest in Immunovant is approximately 55% as of December 31, 2023 , and the Company continues to consolidate Immunovant |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 9—Share-Based Compensation (A) RSL Equity Incentive Plans RSL has three equity incentive 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 December 31, 2023, a total of 41,986,389 common shares were available for future grants under the RSL 2021 EIP. Stock Options and Performance Stock Options Activity for stock options and performance stock options under the RSL Equity Plans for the nine months ended December 31, 2023 was as follows: Number of Options Options outstanding at March 31, 2023 154,271,791 Granted 4,497,911 Exercised (10,796,348 ) Forfeited/Canceled (604,245 ) Options outstanding at December 31, 2023 147,369,109 Options exercisable at December 31, 2023 91,671,364 Restricted Stock Units and Performance Stock Units Activity for restricted stock units and performance stock units under the RSL Equity Plans for the nine months ended December 31, 2023 was as follows: Number of Shares Non-vested balance at March 31, 2023 20,700,788 Granted 4,199,120 Vested (5,498,323 ) Forfeited (1,175,450 ) Non-vested balance at December 31, 2023 18,226,135 Capped Value Appreciation Rights March 2020 CVAR Grants As of December 31, 2023 , 27,531,825 CVARs remain outstanding and subject to the applicable hurdle price and knock-in condition. All outstanding capped value appreciation rights relating to the March 2020 grants had met the service vesting condition as of December 31, 2023. During the nine months ended December 31, 2023 November 2021 CVAR Grants Activity for CVARs under the RSL 2021 EIP for the nine months ended December 31, 2023 was as follows: Number of CVARs Non-vested balance at March 31, 2023 3,222,645 Vested (955,782 ) Forfeited (128,377 ) Non-vested balance at December 31, 2023 2,138,486 During the nine months ended December 31, 2023, 955,782 common shares were issued upon their settlement. (B) Subsidiary Equity Incentive Plans Certain 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 $23.3 million and $53.1 million for the three and nine months ended December 31, 2023, respectively, and $13.7 million and $37.8 million for the three and nine months ended December 31, 2022, respectively, related to subsidiary EIPs. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 10—Income Taxes The Company’s effective tax rate for the three and nine months ended December 31 was (0.7)% and (0.9)%, 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11—Commitments and Contingencies (A) Commitments The Company has entered into commitments under various asset acquisition and license agreements. Additionally, the Company enters into agreements with contract service providers to assist in the performance of its research and development 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 leases. Refer to Note 7, “Long-Term Debt” for further information. There have been no material changes to the commitments relating to the Company’s leases during the nine months ended December 31, 2023 outside the ordinary course of business. For further information regarding the Company’s lease commitments, refer to Note 15, “Leases” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. Purchase Commitments In conjunction with Dermavant’s entry into the GSK Agreement in 2018, Dermavant entered into a clinical supply agreement pursuant to 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 agreed to 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. As of December 31, 2023, the remaining minimum purchase commitment related to these agreements was estimated to be approximately $43.1 million. In November 2021, the Company’s subsidiary, Immunovant, entered into a Product Service Agreement (“PSA”) 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 December 31, 2023, the remaining minimum purchase commitment related to this agreement was estimated to be approximately $18.3 million. Immunovant had the right to terminate the PSA with 30 days’ written notice to Samsung, exercisable no later than January 2024, in the event Immunovant decided to stop all development of, and all attempts to obtain regulatory approval for, batoclimab; subject to payment to Samsung of non-cancellable service fees and costs incurred by Samsung for all batches of batoclimab scheduled to be manufactured during the two-year period following such termination. Because efforts to develop and obtain regulatory approval for batoclimab remain ongoing, Immunovant did not exercise that early termination right and it has lapsed. As a result, Immunovant has an additional minimum obligation to Samsung of approximately $28.0 million to purchase additional batches of batoclimab in the four-year period of 2026 through 2029. In May 2021, 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 December 31, 2023, the remaining minimum payments for this software subscription were $19.1 million. Cash Bonus Program In December 2023, the Company approved a special one-time cash retention bonus award to its employees in the aggregate amount of $76.9 million (the “ Cash Bonus Program”) (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. In December 2021, the U.S. District Court appointed a lead plaintiff. In March 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. In February 2023, after further briefing on the amended complaint the U.S. District Court issued an order permitting the lead plaintiff to file a second amended complaint. That second amended complaint was filed in March 2023. The defendants’ served motions to dismiss the second amended complaint on April 28, 2023. The fully briefed motions to dismiss, including defendants’ opening briefs, lead plaintiff’s opposition and defendants’ replies, were filed with the court on June 30, 2023. No hearing date has yet been set. 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. (“Acuitas”) filed a lawsuit in the U.S. District Court for the Southern District of New York (“SDNY”) against two of the Company’s affiliates, Genevant and Arbutus, seeking a declaratory judgment that certain patents held by Arbutus and licensed by Genevant 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 September 6, 2022, Acuitas filed a First Amended Complaint. In response, on October 4, 2022, Genevant and Arbutus filed a motion to dismiss the first amended complaint for lack of a controversy and supporting brief. Briefing on this motion was completed in mid-November. On August 4, 2023, Acuitas voluntarily dismissed the action in the SDNY and re-filed a complaint in the U.S. District Court for the District of New Jersey. On October 13, 2023, Genevant and Arbutus filed a motion to dismiss the re-filed complaint. No hearing date has been set. Each of Genevant and Arbutus intends to continue to vigorously defend the case. (C) Indemnification Agreements 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 maintains director and officer liability insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and officers. To date, the Company has not incurred any material costs related to these indemnification obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of December 31, 2023 and March 31, 2023. |
Earn-Out Shares, Public Warrant
Earn-Out Shares, Public Warrants and Private Placement Warrants | 9 Months Ended |
Dec. 31, 2023 | |
Earn-Out Shares, Public Warrants and Private Placement Warrants [Abstract] | |
Earn-Out Shares, Public Warrants and Private Placement Warrants | Note 12—Earn-Out Shares, Public Warrants and Private Placement Warrants Earn-Out Shares In connection with the Business Combination, the Company issued the following: (a) 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 thirty (b) 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 thirty (c) 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 statements of operations. As of December 31, 2023, 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” and, together with the Private Placement Warrants, the “Warrants”). Pursuant to the Warrant Agreement, dated October 6, 2020, by and between the Montes Archimedes Acquisition Corp. (“MAAC”) and Continental Stock Transfer & Trust Company, as predecessor warrant agent, as modified by the Warrant Assumption Agreement, dated September 30, 2021, by and among MAAC, the Company and American Stock Transfer & Trust Company, LLC as successor warrant agent (as modified, the “Warrant Agreement”), the Warrants Prior to their settlement, the Warrants required liability classification and were classified as “Liability instruments measured at fair value” on the condensed consolidated balance sheets. The Private Placement Warrants liability and Public Warrants liability were subject to remeasurement with changes in fair value recognized in the Company’s statements of operations. The Warrants were remeasured immediately prior to settlement. These remeasurements were recognized in “Change in fair value of debt and liability instruments” in the accompanying condensed consolidated statements of operations. Under the terms of the Warrant Agreement, the Company was entitled to redeem the Public Warrants at a redemption price of $0.10 per Public Warrant because the last reported sales price (the “Reference Value”) of the Company’s common shares was 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 RSL gave a Notice of Redemption. In addition, because the Reference Value was less than $18.00 per share, the outstanding Private Placement Warrants were also required to be 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. On August 2, 2023, the Company announced that it would redeem all Warrants that remain outstanding on September 1, 2023 (the “Redemption Date”). Prior to the Redemption Date, Warrant holders were permitted to exercise the Warrants (i) for cash, at an exercise price of $11.50 per common share, or (ii) on a “cashless basis” whereby, in lieu of paying the Company the $11.50 exercise price per common share, the surrendering holder would receive approximately 0.2495 common shares per Warrant as determined in accordance with the terms of the Warrant Agreement. Of the 20,475,875 Public Warrants that were outstanding as of June 30, 2023, 397 Public Warrants were exercised for cash at an exercise price of $11.50 per common share in exchange for an aggregate of 397 common shares and 20,061,507 were exercised on a cashless basis in exchange for an aggregate of 5,005,531 common shares. The remaining 413,971 unexercised Public Warrants were redeemed at the $0.10 redemption price. In addition, all of the Private Placement Warrants were exercised on a cashless basis in exchange for an aggregate of 2,548,621 common shares. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 13—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 December 31, 2023 and March 31, 2023, by level, within the fair value hierarchy (in thousands): As of December 31, 2023 As of March 31, 2023 Level 1 Level 2 Level 3 Balance as of December 31, 2023 Level 1 Level 2 Level 3 Balance as of March 31, 2023 Assets: Money market funds $ 6,513,936 $ — $ — $ 6,513,936 $ 1,496,726 $ — $ — $ 1,496,726 Investment in Datavant Class A units — — 135,934 135,934 — — 178,579 178,579 Investment in Arbutus common shares 97,119 — — 97,119 117,708 — — 117,708 Other investments 6,874 — — 6,874 8,030 — — 8,030 Total assets at fair value $ 6,617,929 $ — $ 135,934 $ 6,753,863 $ 1,622,464 $ — $ 178,579 $ 1,801,043 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 221,510 $ 221,510 $ — $ — $ 207,640 $ 207,640 Liability instruments measured at fair value (1) — — 28,374 28,374 29,895 — 33,651 63,546 Total liabilities at fair value $ — $ — $ 249,884 $ 249,884 $ 29,895 $ — $ 241,291 $ 271,186 (1) At December 31, 2023, Level 3 includes the fair value of the Earn-Out Shares of $24.9 million and other liability instruments issued of $3.5 million. At March 31, 2023, Level 1 includes the fair value of the Public Warrants of $29.9 million, and Level 3 includes the fair value of the Earn-Out Shares of $15.2 million, Private Placement Warrants of $15.2 million, and other liability instruments issued of $3.3 million. There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the nine months ended December 31, 2023. Level 3 Disclosures The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period. The fair value of Level 3 assets and liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The changes in fair value of the Level 3 assets during the nine months ended December 31, 2023 and 2022 were as follows (in thousands): Balance at March 31 2022 $ 193,963 Changes in fair value of investment in Datavant, included in net loss (21,452 ) Balance at December 31 2022 $ 172,511 Balance at March 31 2023 $ 178,579 Changes in fair value of investment in Datavant, included in net loss (42,645 ) Balance at December 31 2023 $ 135,934 The changes in fair value of the Level 3 liabilities during the nine months ended December 31, 2023 and 2022 were as follows (in thousands): Balance at March 31 2022 $ 204,293 Fair value of liability instrument issued 248 Payments related to long-term debt (22,031 ) Changes in fair value of debt and liability instruments, included in net loss 68,328 Balance at December 31 2022 $ 250,838 Balance at March 31 2023 $ 241,291 Payments related to long-term debt (22,031 ) Exercise of Private Placement Warrants (28,090 ) Changes in fair value of debt and liability instruments, included in net loss 58,714 Balance at December 31 2023 $ 249,884 Investment in Datavant The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using the income approach and implementation of the option pricing method (“OPM”). The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of December 31, 2023 As of March 31, 2023 Volatility 95.0% 100.0% Risk-free rate 4.46% 4.02% Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of December 31, 2023 and March 31, 2023 represents the fair value of amounts payable to NovaQuest calculated using the Monte Carlo simulation method under the income approach determined by using probability assessments of the expected future payments through 2032. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest. Earn-Out Shares The fair value of the Earn-Out Shares issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to include the lock-up periods to which the Earn-Out Shares are subject. Refer to Note 12, “Earn-Out Shares, Public Warrants and Private Placement Warrants” for additional details. Significant unobservable inputs used to calculate the fair value of the Earn-Out Shares included the following: Point Estimate Used Input As of December 31, 2023 As of March 31, 2023 Volatility 61.9% 79.9% Risk-free rate 4.07% 3.76% As of December 31, 2023 and March 31, 2023, the fair value of the Earn-Out Shares was $24.9 million and $15.2 million, respectively. Earn-Out Shares were included in “ Liability instruments measured at fair value Private Placement Warrants Prior to their settlement, the fair value of the Private Placement Warrants issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to incorporate the redemption features as discussed in Note 12, “Earn-Out Shares, Public Warrants and Private Placement Warrants” and the added restriction by which the Company could not redeem the Private Placement Warrants if the Reference Value was greater than $18.00. Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of March 31, 2023 Volatility 50.5% Risk-free rate 3.76% Term (in years) 3.50 In August 2023, the Company announced that it would redeem all Warrants that remain outstanding on September 1, 2023. All of the Private Placement Warrants were exercised. As of March 31, 2023, the fair value of the Private Placement Warrants was $15.2 million, which was included in “ Liability instruments measured at fair value |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 9 Months Ended |
Dec. 31, 2023 | |
Net Income (Loss) per Common Share [Abstract] | |
Net Income (Loss) per Common Share | Note 14—Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing the net income (loss) attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. The computations for basic and diluted net income (loss) per common share were as follows (in thousands, except share and per share amounts): Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to Roivant Sciences Ltd. $ 5,096,184 $ (352,014 ) $ 4,500,041 $ (975,413 ) Denominator: Weighted average shares outstanding, basic 800,587,716 713,319,399 776,759,728 703,054,773 Effect of dilutive common stock equivalents 43,873,969 — 47,550,285 — Weighted average shares outstanding, diluted 844,461,685 713,319,399 824,310,013 703,054,773 Net income (loss) per common share, basic $ 6.37 $ (0.49 ) $ 5.79 $ (1.39 ) Net income (loss) per common share, diluted $ 6.03 $ (0.49 ) $ 5.46 $ (1.39 ) For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common stock equivalents is anti-dilutive. For the three and nine months ended December 31, 2022, all outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss. As of December 31, 2023 and 2022, the following potentially dilutive common stock equivalents were excluded from the computation of diluted net income (loss) per common share because including them would have been anti-dilutive: December 31, 2023 December 31, 2022 Stock options and performance stock options 65,518,394 154,631,025 Restricted stock units and performance stock units (non-vested) 5,422,465 22,153,774 March 2020 CVARs (1) 17,548,368 32,011,996 November 2021 CVARs (non-vested) 359,730 3,609,021 Restricted common stock (non-vested) 238,059 730,522 Earn-Out Shares (non-vested) 3,080,387 3,080,387 Private Placement Warrants — 10,214,365 Public Warrants — 20,475,875 Other stock based awards and instruments issued 4,147,404 6,178,990 (1) Refer to Note 9, “Share-Based Compensation” for details regarding settlement of CVARs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | 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 included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the SEC. The unaudited condensed consolidated balance sheet at March 31, 2023 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 nine months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2024, 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. |
Principles of 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. |
Use of Estimates | (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. |
Concentrations | (C) Concentrations 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 December 31, 2023 and March 31, 2023, a majority of the Company’s long-lived assets were located in the United States. |
Cash, Cash Equivalents, and Restricted Cash | (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. 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): December 31, 2023 March 31, 2023 Cash and cash equivalents $ 6,670,810 $ 1,676,813 Restricted cash (included in “Other current assets”) 5,165 5,011 Restricted cash (included in “Other assets”) 9,483 10,291 Cash, cash equivalents and restricted cash $ 6,685,458 $ 1,692,115 |
Contingencies | (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. |
Investments | (F) 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, “Equity Method Investments.” |
Fair Value Measurements | (G) 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 Heracles Parent, L.L.C., the parent entity of Datavant, (as defined and discussed in Note 3, “Equity Method Investments”); liability instruments issued, including warrant and earn-out shares liabilities issued in connection with the Company’s business combination with MAAC (as discussed in Note 12, “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 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, “Equity Method Investments”) and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 12, “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. Prior to their settlement, the Public Warrants were publicly traded and therefore were classified as Level 1 as the Public Warrants had 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. |
Significant Accounting Policies /Recently Adopted/ Issued Accounting Pronouncements Not Yet Adopted | (H) Significant Accounting Policies There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Form 10-K for the year ended March 31, 2023. (I) Recently Adopted Accounting Pronouncements The Company did not adopt any material accounting pronouncements during the nine months ended December 31, 2023. (J) Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and subsequent interim periods, with early adoption permitted. These amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | 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): December 31, 2023 March 31, 2023 Cash and cash equivalents $ 6,670,810 $ 1,676,813 Restricted cash (included in “Other current assets”) 5,165 5,011 Restricted cash (included in “Other assets”) 9,483 10,291 Cash, cash equivalents and restricted cash $ 6,685,458 $ 1,692,115 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Recognized Intangible Assets | The following table summarizes the Company’s recognized intangible assets (in thousands): December 31, 2023 March 31, 2023 Gross amount $ 166,471 $ 152,629 Less: accumulated amortization (16,056 ) (7,748 ) Net book value $ 150,415 $ 144,881 |
Recent Transactions (Tables)
Recent Transactions (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Recent Transactions [Abstract] | |
Calculation of Gain | The table below summarizes the calculation of the gain. (in thousand s Consideration: Upfront cash payment $ 5,234,373 Carrying amount of noncontrolling interest derecognized 87,500 Total consideration 5,321,873 Assets sold 3,253 Liabilities transferred 29,790 Net liabilities sold (26,537 ) Gain on sale of Telavant net assets $ 5,348,410 |
Certain Balance Sheet Compone_2
Certain Balance Sheet Components (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Certain Balance Sheet Components [Abstract] | |
Other Current Assets | Other current assets at December 31, 2023 and March 31, 2023 consisted of the following (in thousands): December 31, 2023 March 31, 2023 Prepaid expenses $ 52,642 $ 60,827 Trade receivables, net 41,078 30,379 Restricted cash 5,165 5,011 Inventory 5,240 2,761 Income tax receivable 3,209 2,356 Interest receivable 18,901 4,909 Other 9,688 15,531 Total other current assets $ 135,923 $ 121,774 |
Accrued Expenses | Accrued expenses at December 31, 2023 and March 31, 2023 consisted of the following (in thousands): December 31, 2023 March 31, 2023 Research and development expenses $ 43,627 $ 76,278 Compensation-related expenses 41,406 55,186 Sales allowances 16,808 17,569 Other expenses 20,307 18,096 Total accrued expenses $ 122,148 $ 167,129 |
Other Current Liabilities | Other current liabilities at December 31, 2023 and March 31, 2023 consisted of the following (in thousands): December 31, 2023 March 31, 2023 Deferred revenue $ 4,695 $ 12,444 Income tax payable 25,223 542 Other 1,424 2,090 Total other current liabilities $ 31,342 $ 15,076 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) - Dermavant [Member] | 9 Months Ended |
Dec. 31, 2023 | |
Funding Agreement with NovaQuest [Member] | |
Debt Instrument [Line Items] | |
Long-Term Debt | The carrying balance of the debt issued to NovaQuest was as follows (in thousands): December 31, 2023 March 31, 2023 Fair value of long-term debt $ 221,510 $ 207,640 Less: current portion (26,950 ) (26,940 ) Total long-term debt, net $ 194,560 $ 180,700 |
Credit Facility with XYQ Luxco [Member] | |
Debt Instrument [Line Items] | |
Long-Term Debt | Outstanding debt obligations to XYQ Luxco were as follows (in thousands): December 31, 2023 March 31, 2023 Principal amount $ 40,000 $ 40,000 Exit fee 5,000 5,000 Less: unamortized discount and debt issuance costs (8,221 ) (10,170 ) Total debt, net 36,779 34,830 Less: current portion — — Total long-term debt, net $ 36,779 $ 34,830 |
Revenue Interest Purchase and Sale Agreement with XYQ Luxco, NovaQuest [Member] | |
Debt Instrument [Line Items] | |
Long-Term Debt | The RIPSA carrying balance was as follows (in thousands): December 31, 2023 March 31, 2023 Carrying balance $ 195,297 $ 178,571 Less: unamortized issuance costs (4,543 ) (4,806 ) Total debt, net 190,754 173,765 Less: current portion (18,756 ) (13,780 ) Total long-term debt, net $ 171,998 $ 159,985 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation [Abstract] | |
Activity for Stock Options and Performance Stock Options | Activity for stock options and performance stock options under the RSL Equity Plans for the nine months ended December 31, 2023 was as follows: Number of Options Options outstanding at March 31, 2023 154,271,791 Granted 4,497,911 Exercised (10,796,348 ) Forfeited/Canceled (604,245 ) Options outstanding at December 31, 2023 147,369,109 Options exercisable at December 31, 2023 91,671,364 |
Activity for Restricted Stock Units and Performance Stock Units | Activity for restricted stock units and performance stock units under the RSL Equity Plans for the nine months ended December 31, 2023 was as follows: Number of Shares Non-vested balance at March 31, 2023 20,700,788 Granted 4,199,120 Vested (5,498,323 ) Forfeited (1,175,450 ) Non-vested balance at December 31, 2023 18,226,135 |
Activity for Capped Value Appreciation Rights | Activity for CVARs under the RSL 2021 EIP for the nine months ended December 31, 2023 was as follows: Number of CVARs Non-vested balance at March 31, 2023 3,222,645 Vested (955,782 ) Forfeited (128,377 ) Non-vested balance at December 31, 2023 2,138,486 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets and Liabilities are Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and March 31, 2023, by level, within the fair value hierarchy (in thousands): As of December 31, 2023 As of March 31, 2023 Level 1 Level 2 Level 3 Balance as of December 31, 2023 Level 1 Level 2 Level 3 Balance as of March 31, 2023 Assets: Money market funds $ 6,513,936 $ — $ — $ 6,513,936 $ 1,496,726 $ — $ — $ 1,496,726 Investment in Datavant Class A units — — 135,934 135,934 — — 178,579 178,579 Investment in Arbutus common shares 97,119 — — 97,119 117,708 — — 117,708 Other investments 6,874 — — 6,874 8,030 — — 8,030 Total assets at fair value $ 6,617,929 $ — $ 135,934 $ 6,753,863 $ 1,622,464 $ — $ 178,579 $ 1,801,043 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 221,510 $ 221,510 $ — $ — $ 207,640 $ 207,640 Liability instruments measured at fair value (1) — — 28,374 28,374 29,895 — 33,651 63,546 Total liabilities at fair value $ — $ — $ 249,884 $ 249,884 $ 29,895 $ — $ 241,291 $ 271,186 (1) At December 31, 2023, Level 3 includes the fair value of the Earn-Out Shares of $24.9 million and other liability instruments issued of $3.5 million. At March 31, 2023, Level 1 includes the fair value of the Public Warrants of $29.9 million, and Level 3 includes the fair value of the Earn-Out Shares of $15.2 million, Private Placement Warrants of $15.2 million, and other liability instruments issued of $3.3 million. |
Changes in Fair Value of the Level 3 Assets | The changes in fair value of the Level 3 assets during the nine months ended December 31, 2023 and 2022 were as follows (in thousands): Balance at March 31 2022 $ 193,963 Changes in fair value of investment in Datavant, included in net loss (21,452 ) Balance at December 31 2022 $ 172,511 Balance at March 31 2023 $ 178,579 Changes in fair value of investment in Datavant, included in net loss (42,645 ) Balance at December 31 2023 $ 135,934 |
Changes in Fair Value of the Level 3 Liabilities | The changes in fair value of the Level 3 liabilities during the nine months ended December 31, 2023 and 2022 were as follows (in thousands): Balance at March 31 2022 $ 204,293 Fair value of liability instrument issued 248 Payments related to long-term debt (22,031 ) Changes in fair value of debt and liability instruments, included in net loss 68,328 Balance at December 31 2022 $ 250,838 Balance at March 31 2023 $ 241,291 Payments related to long-term debt (22,031 ) Exercise of Private Placement Warrants (28,090 ) Changes in fair value of debt and liability instruments, included in net loss 58,714 Balance at December 31 2023 $ 249,884 |
Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Calculation Using Significant Unobservable Inputs | Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of March 31, 2023 Volatility 50.5% Risk-free rate 3.76% Term (in years) 3.50 |
Earn-Out Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Calculation Using Significant Unobservable Inputs | Significant unobservable inputs used to calculate the fair value of the Earn-Out Shares included the following: Point Estimate Used Input As of December 31, 2023 As of March 31, 2023 Volatility 61.9% 79.9% Risk-free rate 4.07% 3.76% |
Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Calculation Using Significant Unobservable Inputs | The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of December 31, 2023 As of March 31, 2023 Volatility 95.0% 100.0% Risk-free rate 4.46% 4.02% |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Net Income (Loss) per Common Share [Abstract] | |
Computations for Basic and Diluted Net Income (Loss) Per Common Share | The computations for basic and diluted net income (loss) per common share were as follows (in thousands, except share and per share amounts): Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to Roivant Sciences Ltd. $ 5,096,184 $ (352,014 ) $ 4,500,041 $ (975,413 ) Denominator: Weighted average shares outstanding, basic 800,587,716 713,319,399 776,759,728 703,054,773 Effect of dilutive common stock equivalents 43,873,969 — 47,550,285 — Weighted average shares outstanding, diluted 844,461,685 713,319,399 824,310,013 703,054,773 Net income (loss) per common share, basic $ 6.37 $ (0.49 ) $ 5.79 $ (1.39 ) Net income (loss) per common share, diluted $ 6.03 $ (0.49 ) $ 5.46 $ (1.39 ) |
Potentially Dilutive Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) per Common Share | As of December 31, 2023 and 2022, the following potentially dilutive common stock equivalents were excluded from the computation of diluted net income (loss) per common share because including them would have been anti-dilutive: December 31, 2023 December 31, 2022 Stock options and performance stock options 65,518,394 154,631,025 Restricted stock units and performance stock units (non-vested) 5,422,465 22,153,774 March 2020 CVARs (1) 17,548,368 32,011,996 November 2021 CVARs (non-vested) 359,730 3,609,021 Restricted common stock (non-vested) 238,059 730,522 Earn-Out Shares (non-vested) 3,080,387 3,080,387 Private Placement Warrants — 10,214,365 Public Warrants — 20,475,875 Other stock based awards and instruments issued 4,147,404 6,178,990 (1) Refer to Note 9, “Share-Based Compensation” for details regarding settlement of CVARs. |
Description of Business and L_2
Description of Business and Liquidity (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Description of Business [Abstract] | ||||||||||
Number of operating segment | Segment | 1 | |||||||||
Number of reporting segment | Segment | 1 | |||||||||
Liquidity [Abstract] | ||||||||||
Gain on sale of net assets | $ 5,348,410 | $ 0 | $ 5,348,410 | $ 0 | ||||||
Cash and cash equivalents | $ 6,670,810 | 6,670,810 | 6,670,810 | $ 1,676,813 | ||||||
Retained earnings | 727,287 | 727,287 | 727,287 | $ (3,772,754) | ||||||
Net income (loss) | $ 5,072,665 | $ (331,118) | $ (327,845) | $ (384,896) | $ (315,921) | $ (353,784) | $ 4,413,702 | $ (1,054,601) | ||
Telavant Holdings, Inc [Member] | ||||||||||
Liquidity [Abstract] | ||||||||||
Gain on sale of net assets | $ 5,300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Cash, Cash Equivalents, and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 6,670,810 | $ 1,676,813 | ||
Restricted cash (included in "Other current assets") | 5,165 | 5,011 | ||
Restricted cash (included in "Other assets") | 9,483 | 10,291 | ||
Cash, cash equivalents and restricted cash | $ 6,685,458 | $ 1,692,115 | $ 1,541,037 | $ 2,074,034 |
Equity Method Investments, Inve
Equity Method Investments, Investment in Arbutus (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Investments [Abstract] | |||||
Number of shares acquired (in shares) | 804,890,910 | 804,890,910 | 760,143,393 | ||
Aggregate fair value investment | $ 239,927 | $ 239,927 | $ 304,317 | ||
Arbutus Biopharma Corporation [Member] | |||||
Investments [Abstract] | |||||
Equity method investment ownership percentage | 23% | 23% | |||
Aggregate fair value investment | $ 97,100 | $ 97,100 | $ 117,700 | ||
Unrealized gain (losses) on investments | $ 18,300 | $ 16,300 | $ (20,600) | $ (25,300) | |
Closing price of common stock (in dollars per share) | $ 2.5 | $ 2.5 | $ 3.03 | ||
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | |||||
Investments [Abstract] | |||||
Number of shares acquired (in shares) | 38,847,462 | 38,847,462 |
Equity Method Investments, In_2
Equity Method Investments, Investment in Datavant (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Investments [Abstract] | |||||
Aggregate fair value investment | $ 239,927 | $ 239,927 | $ 304,317 | ||
Datavant Merger [Member] | |||||
Investments [Abstract] | |||||
Equity method investment ownership percentage | 9% | 9% | |||
Aggregate fair value investment | $ 135,900 | $ 135,900 | $ 178,600 | ||
Unrealized gain (losses) on investments | $ (28,400) | $ 7,500 | $ (42,600) | $ (21,400) |
Intangible Assets (Details)
Intangible Assets (Details) $ in Thousands, £ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | May 31, 2022 USD ($) | May 31, 2022 GBP (£) | May 31, 2022 CAD ($) | |
Recognized Intangible Assets [Abstract] | ||||||||||
Remaining weighted average estimated useful lives | 14 years 9 months 18 days | 14 years 9 months 18 days | ||||||||
Gross amount | $ 166,471 | $ 166,471 | $ 152,629 | |||||||
Less: accumulated amortization | (16,056) | (16,056) | (7,748) | |||||||
Net book value | 150,415 | 150,415 | $ 144,881 | |||||||
Future amortization expense, remainder of 2024 | 2,500 | 2,500 | ||||||||
Future amortization expense, 2025 | 10,100 | 10,100 | ||||||||
Future amortization expense, 2026 | 10,100 | 10,100 | ||||||||
Future amortization expense, 2027 | 10,100 | 10,100 | ||||||||
Future amortization expense, 2028 | 10,100 | 10,100 | ||||||||
Future amortization expense, thereafter | 107,500 | 107,500 | ||||||||
Cost of Revenues [Member] | ||||||||||
Recognized Intangible Assets [Abstract] | ||||||||||
Amortization of intangible assets | $ 2,400 | $ 2,200 | $ 7,200 | $ 5,200 | ||||||
GSK [Member] | ||||||||||
Intangible Assets [Abstract] | ||||||||||
Milestone payable | $ 126,000 | £ 100 | ||||||||
Milestone amount paid | $ 126,000 | |||||||||
Welichem Biotech Inc. [Member] | ||||||||||
Intangible Assets [Abstract] | ||||||||||
Milestone payable | $ 20,000 | $ 25 | ||||||||
Milestone amount paid | $ 20,000 |
Recent Transactions, Telavant D
Recent Transactions, Telavant Disposition (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Dec. 14, 2023 | Dec. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Consideration [Abstract] | ||||||||
Gain on sale of Telavant net assets | $ 5,348,410 | $ 0 | $ 5,348,410 | $ 0 | ||||
Telavant Holdings, Inc. [Member] | ||||||||
Consideration [Abstract] | ||||||||
Pretax loss | $ (27,300) | $ (89,400) | $ (71,100) | |||||
Telavant Holdings, Inc. [Member] | RSL [Member] | ||||||||
Telavant Disposition [Abstract] | ||||||||
Ownership percentage | 75% | 75% | 75% | |||||
Consideration [Abstract] | ||||||||
Gain on sale of Telavant net assets | $ 5,300,000 | $ 5,300,000 | ||||||
Telavant Holdings, Inc. [Member] | Pfizer [Member] | ||||||||
Telavant Disposition [Abstract] | ||||||||
Ownership percentage | 25% | 25% | 25% | |||||
Roche Transaction [Member] | ||||||||
Consideration [Abstract] | ||||||||
Upfront cash payment | $ 7,100,000 | |||||||
Consideration to be received from milestone | 150,000 | |||||||
Roche Transaction [Member] | RSL [Member] | ||||||||
Consideration [Abstract] | ||||||||
Upfront cash payment | 5,234,373 | |||||||
Consideration to be received from milestone | 110,000 | |||||||
Carrying amount of noncontrolling interest derecognized | 87,500 | $ 87,500 | $ 87,500 | |||||
Total consideration | 5,321,873 | 5,321,873 | 5,321,873 | |||||
Assets sold | 3,253 | 3,253 | 3,253 | |||||
Liabilities transferred | 29,790 | 29,790 | 29,790 | |||||
Net liabilities sold | (26,537) | $ (26,537) | $ (26,537) | |||||
Gain on sale of Telavant net assets | $ 5,348,410 |
Recent Transactions, Asset Acqu
Recent Transactions, Asset Acquisition and Deconsolidation of Subsidiaries (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Deconsolidation of Subsidiaries [Abstract] | |||||||
Gain on deconsolidation of subsidiaries | $ 0 | $ 12,514 | $ 17,354 | $ 29,276 | |||
Retained investment | $ 239,927 | 239,927 | $ 304,317 | ||||
Newly-Formed Subsidiary [Member] | |||||||
Asset Acquisition [Abstract] | |||||||
Upfront cash payment | $ 14,000 | ||||||
Acquired in process research and development expense | 14,000 | ||||||
Newly-Formed Subsidiary [Member] | Maximum [Member] | |||||||
Asset Acquisition [Abstract] | |||||||
Milestone payment payable | 280,000 | ||||||
SK Biopharmaceuticals Co Ltd [Member] | Proteovant [Member] | |||||||
Deconsolidation of Subsidiaries [Abstract] | |||||||
Purchase of equity | $ 47,500 | ||||||
VantAI Preferred Financing [Member] | |||||||
Deconsolidation of Subsidiaries [Abstract] | |||||||
Gain on deconsolidation of subsidiaries | $ 17,400 | ||||||
Retained investment | 9,000 | ||||||
VantAI Preferred Financing [Member] | SK, Inc. [Member] | |||||||
Deconsolidation of Subsidiaries [Abstract] | |||||||
Contributions from issuance of shares | $ 6,000 |
Certain Balance Sheet Compone_3
Certain Balance Sheet Components, Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Other Current Assets [Abstract] | ||
Prepaid expenses | $ 52,642 | $ 60,827 |
Trade receivables, net | 41,078 | 30,379 |
Restricted Cash | 5,165 | 5,011 |
Inventory | 5,240 | 2,761 |
Income tax receivable | 3,209 | 2,356 |
Interest receivable | 18,901 | 4,909 |
Other | 9,688 | 15,531 |
Total other current assets | $ 135,923 | $ 121,774 |
Certain Balance Sheet Compone_4
Certain Balance Sheet Components, Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Accrued Expenses [Abstract] | ||
Research and development expenses | $ 43,627 | $ 76,278 |
Compensation-related expenses | 41,406 | 55,186 |
Sales allowances | 16,808 | 17,569 |
Other expenses | 20,307 | 18,096 |
Total accrued expenses | $ 122,148 | $ 167,129 |
Certain Balance Sheet Compone_5
Certain Balance Sheet Components, Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Other Current Liabilities [Abstract] | ||
Deferred revenue | $ 4,695 | $ 12,444 |
Income tax payable | 25,223 | 542 |
Other | 1,424 | 2,090 |
Total other current liabilities | $ 31,342 | $ 15,076 |
Long-Term Debt, Funding Agreeme
Long-Term Debt, Funding Agreement with NovaQuest (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 19 Months Ended | 71 Months Ended | |||
Oct. 31, 2018 | May 31, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2028 | Mar. 31, 2023 | Aug. 31, 2018 | |
Carrying Balance of Debt Issued [Abstract] | |||||||
Less: current portion | $ (26,950) | $ (26,950) | $ (26,940) | ||||
Total long-term debt, net | $ 194,560 | 194,560 | 180,700 | ||||
Dermavant [Member] | Funding Agreement with NovaQuest [Member] | |||||||
Funding Agreement with NovaQuest [Abstract] | |||||||
Face amount | $ 17,500 | $ 100,000 | |||||
Proceeds from issuance of debt | $ 117,500 | ||||||
Frequency of periodic payment | quarterly | ||||||
Periodic payment | 51,400 | ||||||
Quarterly payments made | $ 7,300 | ||||||
Carrying Balance of Debt Issued [Abstract] | |||||||
Fair value of long-term debt | $ 221,510 | 221,510 | 207,640 | ||||
Less: current portion | (26,950) | (26,950) | (26,940) | ||||
Total long-term debt, net | $ 194,560 | $ 194,560 | $ 180,700 | ||||
Dermavant [Member] | Funding Agreement with NovaQuest [Member] | Forecast [Member] | |||||||
Funding Agreement with NovaQuest [Abstract] | |||||||
Frequency of periodic payment | quarterly | ||||||
Periodic payment | $ 176,300 | ||||||
Debt instrument, term | 6 years | ||||||
Dermavant [Member] | Funding Agreement with NovaQuest [Member] | Maximum [Member] | |||||||
Funding Agreement with NovaQuest [Abstract] | |||||||
Debt instrument, term | 15 years | ||||||
Maximum milestone payment obligation | $ 440,600 | 141,000 | |||||
Right to offset of commercial milestones payment | $ 88,100 |
Long-Term Debt, Credit Facility
Long-Term Debt, Credit Facility with XYQ Luxco (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
May 31, 2021 | Dec. 31, 2023 | Mar. 31, 2023 | |
Outstanding Debt Obligations [Abstract] | |||
Total debt, net | $ 403,337 | $ 375,515 | |
Less: current portion | (45,706) | (40,720) | |
Dermavant [Member] | Credit Facility with XYQ Luxco [Member] | |||
Loan and Credit Agreements by Dermavant [Abstract] | |||
Proceeds from Lines of Credit | $ 40,000 | ||
Debt instrument, term | 5 years | ||
Interest rate | 10% | ||
Debt instrument exit fee and end of term charge | $ 5,000 | ||
Reduction in exit fee | $ 4,000 | ||
Warrants issued (in shares) | 1,199,072 | ||
Exercise price of warrants (in dollars per share) | $ 0.01 | ||
Outstanding Debt Obligations [Abstract] | |||
Principal amount | 40,000 | 40,000 | |
Exit fee | 5,000 | 5,000 | |
Less: unamortized discount and debt issuance costs | (8,221) | (10,170) | |
Total debt, net | 36,779 | 34,830 | |
Less: current portion | 0 | 0 | |
Total long-term debt, net | $ 36,779 | $ 34,830 |
Long-Term Debt, Revenue Interes
Long-Term Debt, Revenue Interest Purchase and Sale Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jun. 30, 2022 | May 31, 2021 | Dec. 31, 2023 | Mar. 31, 2023 | |
Carrying Balance [Abstract] | ||||
Total debt, net | $ 403,337 | $ 375,515 | ||
Less: current portion | (45,706) | (40,720) | ||
Dermavant [Member] | Revenue Interest Purchase and Sale Agreement with XYQ Luxco, NovaQuest [Member] | ||||
Revenue Interest Purchase and Sale Agreement [Abstract] | ||||
Face amount | $ 160,000 | |||
Royalties entitled to receive | $ 344,000 | |||
Committed funding under revenue interest purchase and sale agreement received | $ 160,000 | |||
Carrying Balance [Abstract] | ||||
Carrying balance | 195,297 | 178,571 | ||
Less: unamortized issuance costs | (4,543) | (4,806) | ||
Total debt, net | 190,754 | 173,765 | ||
Less: current portion | (18,756) | (13,780) | ||
Total long-term debt, net | $ 171,998 | $ 159,985 |
Shareholders' Equity - (Details
Shareholders' Equity - (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Oct. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Sep. 19, 2022 | |
Immunovant, Inc. [Member] | ||||
Shareholders' Equity [Abstract] | ||||
Ownership percentage | 55% | |||
Common Stock [Member] | Investor [Member] | ||||
Shareholders' Equity [Abstract] | ||||
Sale of common shares (in shares) | 19,600,685 | |||
Purchase price (in dollars per share) | $ 10.21 | |||
Net proceeds from sale of common stock | $ 199.8 | |||
Underwritten Public Offering [Member] | Immunovant, Inc. [Member] | ||||
Shareholders' Equity [Abstract] | ||||
Net proceeds of common stock | $ 466.7 | |||
Underwritten Public Offering [Member] | Common Stock [Member] | Immunovant, Inc. [Member] | ||||
Shareholders' Equity [Abstract] | ||||
Sale of common shares (in shares) | 8,475,500 | |||
Roivant participation of Immunovant Stock offering [Member] | Common Stock [Member] | ||||
Shareholders' Equity [Abstract] | ||||
Purchase price (in dollars per share) | $ 38 | |||
Common shares purchased by RSL (in shares) | 1,526,316 | |||
Option purchase additional shares of common stock (in shares) | 1,105,500 | |||
Private Placement [Member] | Common Stock [Member] | Immunovant, Inc. [Member] | ||||
Shareholders' Equity [Abstract] | ||||
Purchase price (in dollars per share) | $ 38 | |||
Common shares purchased by RSL (in shares) | 4,473,684 | |||
Cowen [Member] | At-the-Market Equity Offering Program[Member] | ||||
Shareholders' Equity [Abstract] | ||||
Common shares aggregate offering price authorized | $ 400 | |||
Common shares aggregate offering price authorized, remaining capacity available | $ 400 |
Share-Based Compensation, Stock
Share-Based Compensation, Stock Options and Performance Stock Options under RSL Equity Plans (Details) | 9 Months Ended |
Dec. 31, 2023 IncentivePlans shares | |
Share-Based Compensation [Abstract] | |
Number of equity incentive plans | IncentivePlans | 3 |
RSL 2021 EIP [Member] | |
Share-Based Compensation [Abstract] | |
Common shares available for future grants (in shares) | 41,986,389 |
Stock Options and Performance Stock Options [Member] | RSL Equity Plans [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Options outstanding, beginning balance (in shares) | 154,271,791 |
Granted (in shares) | 4,497,911 |
Exercised (in shares) | (10,796,348) |
Forfeited/Canceled (in shares) | (604,245) |
Options outstanding, ending balance (in shares) | 147,369,109 |
Options exercisable at September 30, 2023 (in shares) | 91,671,364 |
Share-Based Compensation, Restr
Share-Based Compensation, Restricted Stock Units and Performance Stock Units (Details) - Restricted Stock and Performance Stock Units [Member] - RSL Equity Plans [Member] | 9 Months Ended |
Dec. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested balance, beginning (in shares) | 20,700,788 |
Granted (in shares) | 4,199,120 |
Vested (in shares) | (5,498,323) |
Forfeited (in shares) | (1,175,450) |
Non-vested balance, ending (in shares) | 18,226,135 |
Share-Based Compensation, CVARs
Share-Based Compensation, CVARs, Employee Stock Purchase Plan and Subsidiary Equity Incentive Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary Equity Incentive Plans [Member] | ||||
Subsidiary Equity Incentive Plans [Abstract] | ||||
Share-based compensation expense | $ 23.3 | $ 13.7 | $ 53.1 | $ 37.8 |
CVARs [Member] | March 2020 CVAR Grants [Member] | ||||
Share-Based Compensation [Abstract] | ||||
Number of shares outstanding (in shares) | 27,531,825 | 27,531,825 | ||
Equity instruments vested and settled (in shares) | 4,499,113 | |||
Number of shares issued (in shares) | 1,445,420 | |||
CVARs [Member] | November 2021 CVAR Grants [Member] | ||||
Share-Based Compensation [Abstract] | ||||
Number of shares issued (in shares) | 955,782 | |||
CVARs [Member] | RSL 2021 EIP [Member] | November 2021 CVAR Grants [Member] | ||||
Capped Value Appreciation Rights [Abstract] | ||||
Non-vested balance, beginning (in shares) | 3,222,645 | |||
Vested (in shares) | (955,782) | |||
Forfeited (in shares) | (128,377) | |||
Non-vested balance, ending (in shares) | 2,138,486 | 2,138,486 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||||
Effective tax rate | 0.50% | (0.70%) | 0.70% | (0.90%) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Feb. 09, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Commitments [Abstract] | ||||||
Compensation-related expenses | $ 41,406 | $ 41,406 | $ 55,186 | |||
Selling, general and administrative expense | 197,282 | $ 168,261 | 517,827 | $ 474,996 | ||
Research and development expense | 123,717 | $ 125,533 | $ 380,834 | $ 393,358 | ||
GSK [Member] | ||||||
Commitments [Abstract] | ||||||
Purchase certain quantities of inventory over period | 5 years | |||||
Remaining minimum purchase commitment related to agreement | 43,100 | $ 43,100 | ||||
Samsung [Member] | ||||||
Commitments [Abstract] | ||||||
Remaining minimum purchase commitment related to agreement | 18,300 | $ 18,300 | ||||
Period of right to terminate the product service agreement | 30 days | |||||
Additional minimum purchase obligation | 28,000 | $ 28,000 | ||||
Period to purchase additional batches of batoclimab | 4 years | |||||
Palantirs [Member] | ||||||
Commitments [Abstract] | ||||||
Proprietary software subscription period | 5 years | |||||
Remaining minimum payments | 19,100 | $ 19,100 | ||||
Cash Bonus Program [Member] | ||||||
Commitments [Abstract] | ||||||
Compensation-related expenses | 76,900 | 76,900 | ||||
Selling, general and administrative expense | 27,200 | 27,200 | ||||
Research and development expense | $ 8,100 | $ 8,100 | ||||
Cash Bonus Program [Member] | Chief Financial Officer [Member] | Subsequent Events [Member] | ||||||
Commitments [Abstract] | ||||||
Compensation-related expenses | $ 2,800 | |||||
Percentage of bonus payable | 50% | |||||
Period of bonus payable from grant date | 30 days |
Earn-Out Shares, Public Warra_2
Earn-Out Shares, Public Warrants and Private Placement Warrants (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Public Warrants and Private Placement Warrants [Abstract] | |||
Redemption price (in dollars per share) | $ 0.1 | ||
Cashless warrant exercised (in shares) | 20,061,507 | ||
Unexercised public warrants (in shares) | 413,971 | ||
Private Placement Warrants [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Aggregate value of shares exchanged on a cashless basis (in shares) | 2,548,621 | ||
Private Placement Warrants [Member] | Minimum [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Exercise price of warrants (in dollars per share) | $ 18 | ||
Public Warrants [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Class of warrant outstanding (in shares) | 20,475,875 | ||
Redemption price (in dollars per share) | $ 0.1 | ||
Warrant exercised (in shares) | 397 | ||
Aggregate value of shares exchanged (in shares) | 397 | ||
Aggregate value of shares exchanged on a cashless basis (in shares) | 5,005,531 | ||
Public Warrants [Member] | Maximum [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Number of trading days | 30 days | ||
Public Warrants [Member] | Minimum [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Number of trading days | 20 days | ||
Public Warrants [Member] | Common Stock [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Cash exercise price (in dollars per share) | $ 11.5 | ||
Public Warrants [Member] | Common Stock [Member] | Minimum [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Sale price (in dollars per share) | $ 10 | ||
Public and Private Warrants [Member] | Common Stock [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Cash exercise price (in dollars per share) | $ 11.5 | ||
Cashless exercise price (in dollars per share) | $ 11.5 | ||
Number of common shares issued to surrendering holder per warrant (in shares) | 0.2495 | ||
MAAC Sponsor [Member] | |||
Earn-Out Shares [Abstract] | |||
Number of earn-out shares vested (in shares) | 0 | ||
Public Warrants and Private Placement Warrants [Abstract] | |||
Period to exercise warrants after business combination | 30 days | ||
Warrants expiration period | 5 years | ||
MAAC Sponsor [Member] | 20% Earn-Out [Member] | |||
Earn-Out Shares [Abstract] | |||
Common shares issued (in shares) | 2,033,591 | ||
Percentage of earn-out shares | 20% | ||
MAAC Sponsor [Member] | 10 % Earn-Out [Member] | |||
Earn-Out Shares [Abstract] | |||
Common shares issued (in shares) | 1,016,796 | ||
Percentage of earn-out shares | 10% | ||
MAAC Sponsor [Member] | Independent Directors [Member] | 20% Earn-Out [Member] | |||
Earn-Out Shares [Abstract] | |||
Common shares issued (in shares) | 10,000 | ||
Number of trading days to meet earn-out price threshold | 20 days | ||
Trading day period for earn-out shares | 30 days | ||
MAAC Sponsor [Member] | Independent Directors [Member] | 20% Earn-Out [Member] | Minimum [Member] | |||
Earn-Out Shares [Abstract] | |||
Earn-out share price (in dollars per share) | $ 15 | ||
MAAC Sponsor [Member] | Independent Directors [Member] | 10 % Earn-Out [Member] | |||
Earn-Out Shares [Abstract] | |||
Common shares issued (in shares) | 5,000 | ||
Number of trading days to meet earn-out price threshold | 20 days | ||
Trading day period for earn-out shares | 30 days | ||
MAAC Sponsor [Member] | Independent Directors [Member] | 10 % Earn-Out [Member] | Minimum [Member] | |||
Earn-Out Shares [Abstract] | |||
Earn-out share price (in dollars per share) | $ 20 | ||
MAAC Sponsor [Member] | Private Placement Warrants [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Class of warrant outstanding (in shares) | 10,214,365 | ||
Exercise price of warrants (in dollars per share) | $ 11.5 | ||
MAAC Sponsor [Member] | Public Warrants [Member] | |||
Public Warrants and Private Placement Warrants [Abstract] | |||
Class of warrant outstanding (in shares) | 20,535,896 | ||
Exercise price of warrants (in dollars per share) | $ 11.5 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities are Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | |
Assets: [Abstract] | |||
Investment | $ 239,927 | $ 304,317 | |
Earn-Out Shares [Member] | |||
Recurring Fair Value Measurements [Abstract] | |||
Non financial liabilities at fair value | 24,900 | 15,200 | |
Private Placement Warrants [Member] | |||
Recurring Fair Value Measurements [Abstract] | |||
Non financial liabilities at fair value | 15,200 | ||
Arbutus Biopharma Corporation [Member] | |||
Assets: [Abstract] | |||
Investment | 97,100 | 117,700 | |
Level 1 [Member] | Warrant [Member] | Public Warrants [Member] | |||
Recurring Fair Value Measurements [Abstract] | |||
Financial liabilities at fair value | 29,900 | ||
Level 3 [Member] | Earn-Out Shares [Member] | |||
Recurring Fair Value Measurements [Abstract] | |||
Non financial liabilities at fair value | 24,900 | 15,200 | |
Level 3 [Member] | Warrant [Member] | Private Placement Warrants [Member] | |||
Recurring Fair Value Measurements [Abstract] | |||
Financial liabilities at fair value | 15,200 | ||
Level 3 [Member] | Other Liability Instruments Measured At Fair Value Measurement [Member] | |||
Recurring Fair Value Measurements [Abstract] | |||
Other Liability instruments measured at fair value measurement | 3,500 | 3,300 | |
Recurring [Member] | |||
Assets: [Abstract] | |||
Total assets at fair value | 6,753,863 | 1,801,043 | |
Liabilities: [Abstract] | |||
Debt issued by Dermavant to NovaQuest | 221,510 | 207,640 | |
Liability instruments measured at fair value | [1] | 28,374 | 63,546 |
Total liabilities at fair value | 249,884 | 271,186 | |
Recurring [Member] | Money Market Funds [Member] | |||
Assets: [Abstract] | |||
Money market funds | 6,513,936 | 1,496,726 | |
Recurring [Member] | Common Shares [Member] | Datavant [Member] | |||
Assets: [Abstract] | |||
Investment | 135,934 | 178,579 | |
Recurring [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | |||
Assets: [Abstract] | |||
Investment | 97,119 | 117,708 | |
Recurring [Member] | Other Investments [Member] | |||
Assets: [Abstract] | |||
Investment | 6,874 | 8,030 | |
Recurring [Member] | Level 1 [Member] | |||
Assets: [Abstract] | |||
Total assets at fair value | 6,617,929 | 1,622,464 | |
Liabilities: [Abstract] | |||
Debt issued by Dermavant to NovaQuest | 0 | 0 | |
Liability instruments measured at fair value | [1] | 0 | 29,895 |
Total liabilities at fair value | 0 | 29,895 | |
Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | |||
Assets: [Abstract] | |||
Money market funds | 6,513,936 | 1,496,726 | |
Recurring [Member] | Level 1 [Member] | Common Shares [Member] | Datavant [Member] | |||
Assets: [Abstract] | |||
Investment | 0 | 0 | |
Recurring [Member] | Level 1 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | |||
Assets: [Abstract] | |||
Investment | 97,119 | 117,708 | |
Recurring [Member] | Level 1 [Member] | Other Investments [Member] | |||
Assets: [Abstract] | |||
Investment | 6,874 | 8,030 | |
Recurring [Member] | Level 2 [Member] | |||
Assets: [Abstract] | |||
Total assets at fair value | 0 | 0 | |
Liabilities: [Abstract] | |||
Debt issued by Dermavant to NovaQuest | 0 | 0 | |
Liability instruments measured at fair value | [1] | 0 | 0 |
Total liabilities at fair value | 0 | 0 | |
Recurring [Member] | Level 2 [Member] | Money Market Funds [Member] | |||
Assets: [Abstract] | |||
Money market funds | 0 | 0 | |
Recurring [Member] | Level 2 [Member] | Common Shares [Member] | Datavant [Member] | |||
Assets: [Abstract] | |||
Investment | 0 | 0 | |
Recurring [Member] | Level 2 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | |||
Assets: [Abstract] | |||
Investment | 0 | 0 | |
Recurring [Member] | Level 2 [Member] | Other Investments [Member] | |||
Assets: [Abstract] | |||
Investment | 0 | 0 | |
Recurring [Member] | Level 3 [Member] | |||
Assets: [Abstract] | |||
Total assets at fair value | 135,934 | 178,579 | |
Liabilities: [Abstract] | |||
Debt issued by Dermavant to NovaQuest | 221,510 | 207,640 | |
Liability instruments measured at fair value | [1] | 28,374 | 33,651 |
Total liabilities at fair value | 249,884 | 241,291 | |
Recurring [Member] | Level 3 [Member] | Money Market Funds [Member] | |||
Assets: [Abstract] | |||
Money market funds | 0 | 0 | |
Recurring [Member] | Level 3 [Member] | Common Shares [Member] | Datavant [Member] | |||
Assets: [Abstract] | |||
Investment | 135,934 | 178,579 | |
Recurring [Member] | Level 3 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | |||
Assets: [Abstract] | |||
Investment | 0 | 0 | |
Recurring [Member] | Level 3 [Member] | Other Investments [Member] | |||
Assets: [Abstract] | |||
Investment | $ 0 | $ 0 | |
[1]At December 31, 2023, Level 3 includes the fair value of the Earn-Out Shares of $24.9 million and other liability instruments issued of $3.5 million. At March 31, 2023, Level 1 includes the fair value of the Public Warrants of $29.9 million, and Level 3 includes the fair value of the Earn-Out Shares of $15.2 million, Private Placement Warrants of $15.2 million, and other liability instruments issued of $3.3 million. |
Fair Value Measurements, Change
Fair Value Measurements, Changes in Fair Value of the Level 3 Assets (Details) - Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 178,579 | $ 193,963 |
Changes in fair value of investment in Datavant, included in net loss | $ (42,645) | $ (21,452) |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Fair Value of Debt and Liability Instruments | Gain (Loss) on Fair Value of Debt and Liability Instruments |
Ending Balance | $ 135,934 | $ 172,511 |
Fair Value Measurements, Chan_2
Fair Value Measurements, Changes in Fair Value of the Level 3 Liabilities (Details) - Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 241,291 | $ 204,293 |
Fair value of liability instrument issued | 248 | |
Payments related to long-term debt | (22,031) | (22,031) |
Exercise of Private Placement Warrants | (28,090) | |
Changes in fair value of debt and liability instruments, included in net loss | $ 58,714 | $ 68,328 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Fair Value of Debt and Liability Instruments | Gain (Loss) on Fair Value of Debt and Liability Instruments |
Balance at end of period | $ 249,884 | $ 250,838 |
Fair Value Measurements, Fair V
Fair Value Measurements, Fair Value of Significant Unobservable Inputs (Details) $ in Millions | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) |
Earn-Out Shares [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Non financial liabilities at fair value | $ 24.9 | $ 15.2 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liability Instruments Measured at Fair Value | |
Private Placement Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Non financial liabilities at fair value | $ 15.2 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liability Instruments Measured at Fair Value | |
Volatility [Member] | Datavant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Investment in equity securities, measurement input | 0.95 | 1 |
Volatility [Member] | Earn-Out Shares [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Earn-out share, measurement input | 61.90% | 79.90% |
Volatility [Member] | Private Placement Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Private placement warrants, measurement input | 0.505 | |
Risk-free Rate [Member] | Datavant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Investment in equity securities, measurement input | 0.0446 | 0.0402 |
Risk-free Rate [Member] | Earn-Out Shares [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Earn-out share, measurement input | 4.07% | 3.76% |
Risk-free Rate [Member] | Private Placement Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Private placement warrants, measurement input | 0.0376 | |
Term (in years) [Member] | Private Placement Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Private placement warrants, term | 3 years 6 months |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Numerator [Abstract] | |||||
Net income (loss) attributable to Roivant Sciences Ltd. | $ 5,096,184 | $ (352,014) | $ 4,500,041 | $ (975,413) | |
Denominator [Abstract] | |||||
Weighted average shares outstanding, basic (in shares) | 800,587,716 | 713,319,399 | 776,759,728 | 703,054,773 | |
Effect of dilutive common stock equivalents (in shares) | 43,873,969 | 0 | 47,550,285 | 0 | |
Weighted average shares outstanding, diluted (in shares) | 844,461,685 | 713,319,399 | 824,310,013 | 703,054,773 | |
Net income (loss) per common share, basic (in dollars per share) | $ 6.37 | $ (0.49) | $ 5.79 | $ (1.39) | |
Net income (loss) per common share, diluted (in dollars per share) | $ 6.03 | $ (0.49) | $ 5.46 | $ (1.39) | |
Stock Options and Performance Stock Options [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 65,518,394 | 154,631,025 | |||
Restricted Stock Units and Performance Stock Units (Non-vested) [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 5,422,465 | 22,153,774 | |||
March 2020 CVARs [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | [1] | 17,548,368 | 32,011,996 | ||
November 2021 CVARs (Non-vested) [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 359,730 | 3,609,021 | |||
Restricted Common Stock (Non-vested) [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 238,059 | 730,522 | |||
Earn-Out Shares (Non-vested) [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 3,080,387 | 3,080,387 | |||
Private Placement Warrants [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 0 | 10,214,365 | |||
Public Warrants [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 0 | 20,475,875 | |||
Other Stock Based Awards and Instruments Issued [Member] | |||||
Denominator [Abstract] | |||||
Potentially dilutive common stock were excluded from computation of diluted net income (loss) per common share (in shares) | 4,147,404 | 6,178,990 | |||
[1]Refer to Note 9, “Share-Based Compensation” for details regarding settlement of CVARs. |