Cover
Cover | 12 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Roivant Sciences Ltd. |
Entity Central Index Key | 0001635088 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Emerging Growth Company | true |
Entity Ex Transition Period | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 2,055,044,000 | $ 2,183,207,000 | |
Restricted cash | 77,701,000 | 2,275,000 | |
Prepaid expenses | 39,544,000 | 16,344,000 | |
Other current assets | 54,250,000 | 33,763,000 | |
Total current assets | 2,186,995,000 | 2,219,245,000 | |
Property and equipment, net | 14,749,000 | 8,962,000 | |
Operating lease right-of-use assets | 62,279,000 | 64,970,000 | |
Restricted cash, net of current portion | 8,931,000 | 83,770,000 | |
Investments measured at fair value | 188,978,000 | 93,445,000 | |
Long-term investment | 100,563,000 | 0 | |
Other assets | 27,197,000 | 6,659,000 | |
Total Assets | 2,589,692,000 | 2,477,051,000 | |
Current liabilities: | |||
Accounts payable | 20,550,000 | 10,306,000 | |
Accrued expenses | 76,936,000 | 68,621,000 | |
Operating lease liabilities | 12,313,000 | 7,839,000 | |
Deferred consideration liability | 100,000,000 | 0 | |
Other current liabilities | 9,162,000 | 5,352,000 | |
Total current liabilities | 218,961,000 | 92,118,000 | |
Liability instruments measured at fair value | 67,893,000 | 102,373,000 | |
Operating lease liabilities, noncurrent | 62,384,000 | 64,452,000 | |
Long term debt (includes $150,100 and $89,100 accounted for under the fair value option at March 31, 2021 and 2020, respectively) | 170,280,000 | 108,592,000 | |
Other liabilities | 8,169,000 | 821,000 | |
Total liabilities | 527,687,000 | 368,356,000 | |
Commitments and Contingencies | |||
Redeemable noncontrolling interest | 22,491,000 | 22,491,000 | |
Shareholders' equity: | |||
Common shares | 0 | 0 | |
Additional paid-in capital | 3,814,805,000 | 3,143,739,000 | |
Subscription receivable | (100,000,000) | 0 | |
Accumulated deficit | (1,918,462,000) | (1,109,228,000) | |
Accumulated other comprehensive income (loss) | 1,445,000 | (2,349,000) | |
Shareholders' equity attributable to Roivant Sciences Ltd. | 1,797,788,000 | 2,032,162,000 | |
Noncontrolling interests | 241,726,000 | 54,042,000 | |
Total shareholders' equity | 2,039,514,000 | 2,086,204,000 | |
Total liabilities and stockholders' equity | 2,589,692,000 | $ 2,477,051,000 | |
Montes Archimedes Acquisition Corp. | |||
Current assets: | |||
Cash | 1,463,385 | $ 1,696,491 | |
Prepaid expenses | 236,522 | 276,093 | |
Due from underwriters | 0 | 4,877 | |
Total current assets | 1,699,907 | 1,977,461 | |
Cash and Marketable Securities held in Trust Account | 410,790,995 | 410,803,411 | |
Total Assets | 412,490,902 | 412,780,872 | |
Current liabilities: | |||
Accounts payable | 113,460 | 207,029 | |
Accrued expenses | 4,020,875 | 240,402 | |
Accrued income tax | 19,504 | 16,709 | |
Franchise tax payable | 49,315 | 88,583 | |
Total current liabilities | 4,203,154 | 552,723 | |
Derivative warrant liabilities | 26,137,730 | 49,097,230 | |
Deferred underwriting commissions | 14,375,138 | 14,375,138 | |
Total liabilities | 44,716,022 | 64,025,091 | |
Commitments and Contingencies | |||
Class A common stock, $0.0001 par value; 34,375,578 shares subject to possible redemption at $10.00 per share | 362,774,870 | 343,755,780 | |
Shareholders' equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | ||
Additional paid-in capital | 0 | 15,772,622 | |
Accumulated deficit | 4,998,504 | (10,774,318) | |
Shareholders' equity attributable to Roivant Sciences Ltd. | 5,000,010 | 5,000,001 | |
Total liabilities and stockholders' equity | 412,490,902 | 412,780,872 | |
Montes Archimedes Acquisition Corp. | Class A common stock | |||
Shareholders' equity: | |||
Common shares | 479 | 670 | |
Montes Archimedes Acquisition Corp. | Class B common stock | |||
Shareholders' equity: | |||
Common shares | $ 1,027 | $ 1,027 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Long term debt accounted under fair value option | $ 150,100 | $ 89,100 | |
Common stock, par or stated value per share | $ 0.00 | $ 0.00 | |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 | |
Common stock, shares issued | 222,669,799 | 214,879,058 | |
Common stock, shares outstanding | 222,669,799 | 214,879,058 | |
Montes Archimedes Acquisition Corp. | |||
Shares subject to possible redemption, par value per share | $ 0.0001 | $ 0.0001 | |
Shares subject to possible redemption | 36,277,487 | 34,375,578 | |
Shares subject to possible redemption, redemption per share | $ 10 | $ 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Shares subject to possible redemption | 30,750,277 | ||
Class A common stock | Montes Archimedes Acquisition Corp. | |||
Shares subject to possible redemption | 36,277,487 | 34,375,578 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares issued | 4,794,336 | 6,696,245 | |
Common stock, shares outstanding | 4,794,336 | 6,696,245 | |
Shares subject to possible redemption | 36,277,487 | 34,375,578 | |
Class B common stock | Montes Archimedes Acquisition Corp. | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Common stock, shares issued | 10,267,956 | 10,267,956 | |
Common stock, shares outstanding | 10,267,956 | 10,267,956 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, net | $ 23,795,000 | $ 67,689,000 | ||
Operating expenses: | ||||
Cost of revenues | 2,057,000 | 1,131,000 | ||
Research and development | 832,758,000 | 263,217,000 | ||
General and administrative | 259,878,000 | 335,766,000 | ||
Total operating expenses | 1,094,693,000 | 600,114,000 | ||
Loss from operations | (1,070,898,000) | (532,425,000) | ||
Other income (expense): | ||||
Change in fair value of investments | (95,533,000) | 136,005,000 | ||
Change in fair value of debt and liability instruments | 29,845,000 | (13,722,000) | ||
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | (115,364,000) | (107,344,000) | ||
Other expense, net | 8,701,000 | 13,622,000 | ||
Loss from continuing operations before income taxes | (898,547,000) | (560,986,000) | ||
Income tax expense | 1,686,000 | 7,124,000 | ||
Loss from continuing operations, net of tax | (900,233,000) | (568,110,000) | ||
Income from discontinued operations, net of tax | 0 | 1,578,426,000 | ||
Net (loss) income | (900,233,000) | 1,010,316,000 | ||
Net loss attributable to noncontrolling interests | (90,999,000) | (190,193,000) | ||
Net (loss) income attributable to Roivant Sciences Ltd. | (809,234,000) | 1,200,509,000 | ||
Amounts attributable to Roivant Sciences Ltd.: | ||||
Loss from continuing operations, net of tax | (809,234,000) | (519,394,000) | ||
Income from discontinued operations, net of tax | 0 | 1,719,903,000 | ||
Net (loss) income attributable to Roivant Sciences Ltd. | $ (809,234,000) | $ 1,200,509,000 | ||
Basic and diluted net (loss) income per common share: | ||||
Basic and diluted loss from continuing operations | $ (3.76) | $ (2.72) | ||
Basic and diluted income from discontinued operations | 0 | 7.85 | ||
Basic and diluted net (loss) income per common share | $ (3.76) | $ 5.13 | ||
Basic and diluted weighted average shares outstanding: | ||||
Basic | 215,312,273 | 219,036,630 | ||
Diluted | 215,312,273 | 219,036,630 | ||
Montes Archimedes Acquisition Corp. | ||||
Operating expenses: | ||||
General and administrative | $ 3,934,458 | $ 338,227 | ||
Administrative expenses-related party | 30,000 | 28,065 | ||
Franchise tax expense | 49,315 | 88,583 | ||
Loss from operations | (4,013,773) | (454,875) | ||
Other income (expense): | ||||
Change in fair value of derivative warrant liabilities | 22,959,500 | (3,587,890) | ||
Financing costs-derivative warrant liability | (6,800,025) | |||
Interest earned on marketable securities held in Trust Account | 92,877 | 79,568 | ||
Unrealized gain on marketable securities held in Trust Account | 5,613 | |||
Net income (loss) before taxes | 19,038,604 | (10,757,609) | ||
Income tax expense | 19,504 | 16,709 | ||
Net (loss) income | 19,019,100 | (10,774,318) | ||
Net (loss) income attributable to Roivant Sciences Ltd. | 19,019,100 | (10,774,318) | ||
Amounts attributable to Roivant Sciences Ltd.: | ||||
Net (loss) income attributable to Roivant Sciences Ltd. | $ 19,019,100 | $ (10,774,318) | ||
Basic and diluted net (loss) income per common share: | ||||
Basic and diluted net (loss) income per common share | $ 1.12 | $ (0.81) | ||
Basic and diluted weighted average shares outstanding: | ||||
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | 34,396,710 | 34,386,548 | ||
Basic and diluted net income per share, common stock subject to redemption | $ 0 | |||
Weighted average shares outstanding of common stock, basic and diluted | 16,943,069 | 13,324,191 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Shareholder's Equity and Redeemable Non-Controlling Interest - USD ($) | Total | Montes Archimedes Acquisition Corp. | Class A common stockMontes Archimedes Acquisition Corp. | Class B common stockMontes Archimedes Acquisition Corp. | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Common Stock [Member]Class A common stockMontes Archimedes Acquisition Corp. | Common Stock [Member]Class B common stockMontes Archimedes Acquisition Corp. | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Montes Archimedes Acquisition Corp. | Accumulated Deficit [Member] | Accumulated Deficit [Member]Montes Archimedes Acquisition Corp. | Subscriptions Receivables [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] |
Balance, temporary equity at Mar. 31, 2019 | $ 50,130,000 | ||||||||||||||
Issuance of subsidiary convertible and redeemable preferred stock, net | 27,491,000 | ||||||||||||||
Purchase of subsidiary convertible and redeemable preferred stock | (55,130,000) | ||||||||||||||
Balance, temporary equity at Mar. 31, 2020 | 22,491,000 | ||||||||||||||
Balance at Mar. 31, 2019 | $ 887,169,000 | $ 0 | $ 3,024,172,000 | $ (2,309,737,000) | $ 2,518,000 | $ 170,216,000 | |||||||||
Balance, shares at Mar. 31, 2019 | 213,555,119 | ||||||||||||||
Issuance of subsidiary common shares, net | 117,658,000 | 59,052,000 | 58,606,000 | ||||||||||||
Issuance of subsidiary common shares to the Company | 0 | (9,962,000) | 9,962,000 | ||||||||||||
Purchase of subsidiary common shares | (65,544,000) | (62,913,000) | (2,631,000) | ||||||||||||
Purchase of subsidiary convertible and redeemable preferred stock | (77,777,000) | (77,777,000) | |||||||||||||
Issuance of subsidiary warrants | 907,000 | 907,000 | |||||||||||||
Exercise of subsidiary stock options | 1,407,000 | 875,000 | 532,000 | ||||||||||||
Issuance of the Company's common shares | 999,193,000 | $ 0 | 999,193,000 | ||||||||||||
Issuance of the Company's common shares, net, shares | 26,952,143 | ||||||||||||||
Repurchase of common shares and other equity instruments | (990,014,000) | $ 0 | (990,014,000) | ||||||||||||
Repurchase of common shares and other equity instruments, shares | (25,625,933) | ||||||||||||||
Sale of interests in subsidiaries | (43,398,000) | (43,398,000) | |||||||||||||
Issuance of equity by subsidiary upon Business Combination and recapitalization | 104,686,000 | 69,379,000 | 35,307,000 | ||||||||||||
Issuance of equity by subsidiary to the Company upon Business Combination and recapitalization | 0 | (2,559,000) | 2,559,000 | ||||||||||||
Conversion of subsidiary convertible promissory notes | 33,087,000 | 21,928,000 | 11,159,000 | ||||||||||||
Issuance of equity instruments | 24,842,000 | 24,842,000 | |||||||||||||
Settlement in equity of liability-classified instruments | 13,119,000 | 13,119,000 | |||||||||||||
Net income (loss) | 1,200,509,000 | ||||||||||||||
Balance at Mar. 31, 2020 | 2,032,162,000 | ||||||||||||||
Deconsolidation of subsidiary | (46,483,000) | (46,483,000) | |||||||||||||
Capital contributions to majority-owned subsidiaries | 0 | (4,699,000) | 4,699,000 | ||||||||||||
Share-based compensation | 122,572,000 | $ 0 | 79,103,000 | 43,469,000 | |||||||||||
Share-based compensation, shares | 2,271 | ||||||||||||||
Foreign currency translation adjustment | (5,536,000) | (4,867,000) | (669,000) | ||||||||||||
Net income (loss) | 1,010,316,000 | 1,200,509,000 | (190,193,000) | ||||||||||||
Balance at Mar. 31, 2020 | 2,086,204,000 | $ 0 | 3,143,739,000 | (1,109,228,000) | (2,349,000) | 54,042,000 | |||||||||
Balance, shares at Mar. 31, 2020 | 214,879,058 | ||||||||||||||
Balance, temporary equity at Mar. 31, 2021 | 22,491,000 | ||||||||||||||
Issuance of subsidiary common shares, net | 456,097,000 | 324,995,000 | $ (100,000,000) | 231,102,000 | |||||||||||
Issuance of subsidiary common shares to the Company | 0 | (11,692,000) | 11,692,000 | ||||||||||||
Issuance of the Company's common shares | 301,744,000 | $ 0 | 301,744,000 | ||||||||||||
Issuance of the Company's common shares, net, shares | 7,202,917 | ||||||||||||||
Exercise of subsidiary stock options and vesting of subsidiary restricted stock units | 907,000 | 522,000 | 385,000 | ||||||||||||
Net income (loss) | (809,234,000) | ||||||||||||||
Balance at Mar. 31, 2021 | 1,797,788,000 | $ 5,000,010 | $ 479 | $ 1,027 | $ 0 | $ 4,998,504 | |||||||||
Deconsolidation of subsidiary | (3,054,000) | (3,054,000) | |||||||||||||
Consolidation of unconsolidated entity | 9,178,000 | 9,178,000 | |||||||||||||
Repurchase of equity awards | (113,000) | (113,000) | |||||||||||||
Capital contributions to majority-owned subsidiaries | 0 | (1,642,000) | 1,642,000 | ||||||||||||
Share-based compensation | 84,958,000 | $ 0 | 57,252,000 | 27,706,000 | |||||||||||
Share-based compensation, shares | 587,824 | ||||||||||||||
Foreign currency translation adjustment | 3,826,000 | 3,794,000 | 32,000 | ||||||||||||
Net income (loss) | (900,233,000) | (809,234,000) | (90,999,000) | ||||||||||||
Balance at Mar. 31, 2021 | 2,039,514,000 | $ 0 | 3,814,805,000 | (1,918,462,000) | (100,000,000) | 1,445,000 | 241,726,000 | ||||||||
Balance, shares at Mar. 31, 2021 | 41,071,823 | 10,267,956 | 222,669,799 | 4,794,336 | 10,267,956 | ||||||||||
Balance at Jul. 05, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||||||
Balance, shares at Jul. 05, 2020 | 0 | 0 | |||||||||||||
Issuance of the Company's common shares | 25,000 | $ 1,150 | 23,850 | ||||||||||||
Issuance of the Company's common shares, net, shares | 11,500,000 | ||||||||||||||
Sale of units in initial public offering, gross | 380,530,440 | $ 4,107 | 380,526,333 | ||||||||||||
Sale of units in initial public offering, gross (in shares) | 41,071,823 | ||||||||||||||
Offering costs | (21,025,341) | (21,025,341) | |||||||||||||
Common stock subject to possible redemption | (343,755,780) | $ (3,437) | (343,752,343) | ||||||||||||
Common stock subject to possible redemption (in shares) | (34,375,578) | ||||||||||||||
Forfeiture of Class B common stock | $ (123) | 123 | |||||||||||||
Forfeiture of Class B common stock (in shares) | (1,232,044) | ||||||||||||||
Net income (loss) | (10,774,318) | (10,774,318) | |||||||||||||
Balance at Dec. 31, 2020 | 5,000,001 | $ 670 | $ 1,027 | 15,772,622 | (10,774,318) | ||||||||||
Net income (loss) | (10,774,318) | ||||||||||||||
Balance, shares at Dec. 31, 2020 | 41,071,823 | 10,267,956 | 6,696,245 | 10,267,956 | |||||||||||
Balance, temporary equity at Mar. 31, 2021 | $ 22,491,000 | ||||||||||||||
Common stock subject to possible redemption | (19,019,091) | $ (191) | (15,772,622) | (3,246,278) | |||||||||||
Common stock subject to possible redemption (in shares) | (1,901,909) | 0 | |||||||||||||
Net income (loss) | 19,019,100 | 19,019,100 | |||||||||||||
Balance at Mar. 31, 2021 | 1,797,788,000 | 5,000,010 | $ 479 | $ 1,027 | $ 0 | $ 4,998,504 | |||||||||
Net income (loss) | $ 19,019,100 | ||||||||||||||
Balance at Mar. 31, 2021 | $ 2,039,514,000 | $ 0 | $ 3,814,805,000 | $ (1,918,462,000) | $ (100,000,000) | $ 1,445,000 | $ 241,726,000 | ||||||||
Balance, shares at Mar. 31, 2021 | 41,071,823 | 10,267,956 | 222,669,799 | 4,794,336 | 10,267,956 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (900,233,000) | $ 1,010,316,000 | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Acquired in-processresearch and development | 351,523,000 | 16,405,000 | ||
Unrealized foreign currency translation adjustment | 3,826,000 | (5,536,000) | ||
Share-based compensation | 84,958,000 | 122,572,000 | ||
Gain on sale of business | (1,985,949,000) | |||
Change in fair value of investments | (95,533,000) | 136,005,000 | ||
Change in fair value of debt and liability instruments | 29,845,000 | (13,722,000) | ||
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | (115,364,000) | (107,344,000) | ||
Loss from equity method investment | 3,750,000 | 21,386,000 | ||
Other | 13,152,000 | 31,821,000 | ||
Changes in assets and liabilities, net of effects from acquisition and divestiture: | ||||
Accounts payable | 3,752,000 | 6,598,000 | ||
Accrued expenses | 9,225,000 | 14,845,000 | ||
Deferred consideration liability | 100,000,000 | |||
Operating lease liabilities | (5,497,000) | (8,419,000) | ||
Other | (35,542,000) | 2,272,000 | ||
Net cash used in operating activities | (552,138,000) | (758,750,000) | ||
Cash Flows from Investing Activities | ||||
Proceeds from sale of business, net of cash disposed | 1,772,191,000 | |||
Cash disposed upon deconsolidation of subsidiary | (19,085,000) | (20,049,000) | ||
Cash acquired upon consolidation of unconsolidated entity | 21,439,000 | |||
Investments in unconsolidated entities | (28,250,000) | (36,300,000) | ||
Purchase of marketable securities | (32,076,000) | |||
Maturity of marketable securities | 16,440,000 | |||
Acquisitions, net of cash acquired | (500,000) | |||
Purchase of property and equipment | (5,806,000) | (4,916,000) | ||
Net cash (used in) provided by investing activities | (31,702,000) | 1,694,790,000 | ||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of the Company's common shares, net | 999,193,000 | |||
Repurchase of common stock and equity awards | (113,000) | (990,014,000) | ||
Proceeds from issuance of liability instruments | 101,567,000 | |||
Proceeds from issuance of subsidiary common shares, net | 455,756,000 | 117,658,000 | ||
Proceeds from issuance of equity by subsidiary upon Business Combination and recapitalization | 105,930,000 | |||
Purchase of subsidiary common shares | (65,544,000) | |||
Proceeds from issuance of subsidiary convertible and redeemable preferred stock, net | 28,455,000 | |||
Purchase of subsidiary convertible and redeemable preferred stock | (132,907,000) | |||
Proceeds from subsidiary debt financings, net | 83,781,000 | |||
Repayment of long-term debt and convertible debt by subsidiary | (32,063,000) | |||
Offering costs paid | (286,000) | (3,082,000) | ||
Payment for debt maintenance fee by subsidiary | (300,000) | |||
Proceeds from exercise of subsidiary stock options | 907,000 | 1,407,000 | ||
Net cash provided by financing activities | 456,264,000 | 214,081,000 | ||
Net change in cash, cash equivalents and restricted cash | (127,576,000) | 1,150,121,000 | ||
Cash, cash equivalents and restricted cash at beginning of period | 2,269,252,000 | 1,119,131,000 | ||
Cash, cash equivalents and restricted cash at end of period | $ 2,141,676,000 | 2,141,676,000 | 2,269,252,000 | |
Non-cash investing and financing activities: | ||||
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities | 5,491,000 | 56,025,000 | ||
Operating lease right-of-use assets and operating lease liabilities, including amounts reclassified from other current liabilities and other liabilities to operating lease liabilities, recognized upon the adoption of ASC 842, Leases, on April 1, 2019 | 43,026,000 | |||
Subscription receivable related to issuance of subsidiary common shares | 100,000,000 | |||
Conversion of subsidiary convertible promissory notes to common shares | 32,500,000 | |||
Other | (960,000) | 3,601,000 | ||
Supplemental disclosure of cash paid: | ||||
Income taxes paid | 4,076,000 | 4,936,000 | ||
Interest paid | 2,017,000 | $ 12,158,000 | ||
Montes Archimedes Acquisition Corp. | ||||
Cash Flows from Operating Activities: | ||||
Net (loss) income | 19,019,100 | $ (10,774,318) | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | (22,959,500) | 3,587,890 | ||
Financing cost - derivative warrant liabilities | 6,800,025 | |||
Interest earned on marketable securities held in Trust Account | (92,877) | (79,568) | ||
Unrealized gain on marketable securities held in Trust Account | (5,613) | |||
Changes in assets and liabilities, net of effects from acquisition and divestiture: | ||||
Prepaid expenses | 39,571 | (260,093) | ||
Accounts payable | (93,569) | 207,029 | ||
Accrued expenses | 3,780,473 | 170,402 | ||
Accrued income tax | 2,795 | 16,709 | ||
Franchise tax payable | 66,024 | 88,583 | ||
Net cash used in operating activities | (237,983) | (248,954) | ||
Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (410,718,230) | |||
Net cash (used in) provided by investing activities | (410,718,230) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 200,000 | |||
Repayment of note payable to related party | (200,000) | |||
Proceeds received from initial public offering, gross | 410,718,230 | |||
Proceeds received from private placement | 10,214,366 | |||
Offering costs paid | (8,797,978) | |||
Reimbursement of offering costs from underwriters | 4,877 | 529,057 | ||
Net cash provided by financing activities | 4,877 | 412,663,675 | ||
Net change in cash, cash equivalents and restricted cash | (233,106) | 1,696,491 | ||
Cash, cash equivalents and restricted cash at beginning of period | 1,696,491 | |||
Cash, cash equivalents and restricted cash at end of period | 1,463,385 | 1,696,491 | $ 1,463,385 | |
Supplemental disclosure of noncash activities: | ||||
Change in Value of Class A common stock subject to possible redemption | $ 19,019,091 | |||
Forfeiture of Class B common stock | 123 | |||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 9,000 | |||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock | 16,000 | |||
Offering costs included in accrued expenses | $ 70,000 |
Statement Of Shareholders Equit
Statement Of Shareholders Equity And Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Net (loss) income | $ (900,233) | $ 1,010,316 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 3,826 | (5,536) |
Total other comprehensive income (loss) | 3,826 | (5,536) |
Comprehensive (loss) income | (896,407) | 1,004,780 |
Comprehensive loss attributable to noncontrolling interests | (90,967) | (190,862) |
Comprehensive (loss) income attributable to Roivant Sciences Ltd. | $ (805,440) | $ 1,195,642 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Montes Archimedes Acquisition Corp. | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Montes Archimedes Acquisition Corp. (the “Company”) was incorporated in Delaware on July 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 6, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the preparation for the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Patient Square Capital LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 6, 2020. On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions (Note 5). The underwriters exercised the over-allotment option in full and on November 12, 2020 purchased an additional 1,071,823 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million (Note 4). Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000. Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement, approximately $410.7 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial per-share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 9, 2022, (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On May 1, 2021, we entered into a business combination agreement (the “ Business Combination Agreement Roivant Merger Sub” The Business Combination Agreement and the transactions contemplated thereby (collectively, the “ Transaction The Business Combination Agreement provides for, among other things, the following transactions: (i) Roivant’s bye-laws non-voting Roivant Common Shares Roivant Exchange Ratio Pre-Closing Merger Effective Time MAAC Sponsor MAAC Sponsor Exchange Ratio one-half The Transaction is expected to close (the “ Closing Refer to the Company’s current report on Form 8-K, Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1,463,000 cash and a working capital deficit of approximately $2,434,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of $200,000 (see Note 4) to the Company. The Company fully repaid the Note on October 9, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the portion of the proceeds of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. In connection with our assessment of going concern considerations in accordance with ASU 2014-15, Management continues to evaluate the impact of the COVID-19 pandemic Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Note 1—Description of Organization, Business Operations and Basis of Presentation Montes Archimedes Acquisition Corp, (the “Company”) is a blank check company incorporated in Delaware on July 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Patient Square Capital LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 6, 2020. On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions (Note 6). The underwriters exercised the over-allotment option in part and on November 12, 2020 purchased an additional 1,071,823 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million (Note 5). Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000. Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement, approximately $410.7 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)( 16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial per-share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 9, 2022, (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from July 6, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.7 million in its operating bank account and working capital of approximately $1.5 million (not taking into account approximately $ 105,000 of taxes that may be paid using interest income from the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of $200,000 (see Note 5) to the Company. The Company folly repaid the Note on October 9, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the portion of the proceeds of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Montes Archimedes Acquisition Corp. | |
Restatement of Previously Issued Financial Statements | Note 2 —Restatement of Previously Issued Financial Statements In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in October 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff’) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Public Statement”). In the Public Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet and, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 815-40, 815-40”), non-cash 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements as of December 31, 2020, and for the period from July 6, 2020 (inception) through December 31, 2020 should be restated because of a reclassification of of our outstanding warrants to purchase common stock (the “Warrants”) and, solely as a result of this material weakness, should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 412,780,872 $ — $ 412,780,872 Liabilities and stockholders’ equity Total current liabilities $ 552,723 $ — $ 552,723 Deferred underwriting commissions 14,375,138 — 14,375,138 Derivative warrant liabilities — 49,097,230 49,097,230 Total liabilities 14,927,861 49,097,230 64,025,091 Class A common stock, $0.0001 par value; shares subject to possible redemption 392,853,010 (49,097,230 ) 343,755,780 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock—$0.0001 par value 179 491 670 Class B common stock—$0.0001 par value 1,027 — 1.027 Additional paid-in-capital 5,385,198 10,387,424 15,772,622 Accumulated deficit (386,403 ) (10,387,915 ) (10,774,318 ) Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity $ 412,780,872 $ — $ 412,780,872 Period From July 6, 2020 (Inception) Through As Previously Restatement As Restated Statement of Operations Loss from operations $ (454,875 ) $ — $ (454,875 ) Other (expense) income: Financing costs—derivative warrant liabilities — (6,800,025 ) (6,800,025 ) Change in fair value of derivative warrant liabilities — (3,587,890 ) (3,587,890 ) Interest earned on marketable securities held in Trust Account 79,568 — 79,568 Unrealized gain on marketable securtities held in Trust Account 5,613 — 5,613 Total other (expense) income 85,181 (10,387,915 ) (10,302,734 ) Income tax expense 16,709 — 16,709 Net loss $ (386,403 ) $ (10,387,915 ) $ (10,774,318 ) Weighted average shares outstanding of common stock subject to redemption, basic and diluted 38,896,852 (4,510,304 ) 34.386,548 Basic and diluted net loss per share, common stock subject to redemption $ — $ — $ — Weighted average shares outstanding of common stock, basic and diluted 10,985,515 2,338,676 13,324,191 Basic and diluted net loss per share, common stock $ (0.04 ) $ (0.77 ) $ (0.81 ) Period From July 6, 2020 (Inception) Through As Previously Reported Restatement As Restated Statement of Cash Flows Net cash used in operating activities (248,954 ) — (248,954 ) Net cash used in investing activities (410,718,230 ) — (410,718,230 ) Net cash provided by financing activities 412,663,675 — 412,663,675 Net change in cash $ 1,696,491 $ — $ 1,696,491 In addition, the impact to the balance sheet dated October 9, 2020, filed on Form 8-K |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
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 audited consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 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 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 consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its 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. Additionally, the Company concluded that the disposition of RSL’s ownership interests in Myovant Sciences Ltd. (“Myovant”), Urovant Sciences Ltd. (“Urovant”), Enzyvant Therapeutics Ltd. (“Enzyvant”), Altavant Sciences Ltd. (“Altavant”), and Spirovant Sciences Ltd. (“Spirovant”) (collectively, the “Sumitovant Vants”), pursuant to the transaction agreement entered into with Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) on October 31, 2019 (the “Sumitomo Transaction Agreement”) that closed on December 27, 2019 (the “Sumitomo Transaction”), met the requirements to be presented as discontinued operations. As such, results relating to the transferred interests prior to disposition are classified as discontinued operations in prior period consolidated financial statements. See Note 5, “Sumitomo Transaction Agreement” and Note 6, “Discontinued Operations” for further discussion. Certain prior year amounts were reclassified to conform to current year presentation. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. (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. Additionally, the Company assessed the impact that the COVID-19 COVID-19 (C) Risks and Uncertainties 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, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. (D) Concentrations of Credit Risk 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. (E) 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. Restricted cash classified as a current asset consists of the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted non-interest Cash as reported in the accompanying consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying consolidated balance sheets as follows (in thousands): March 31, 2021 March 31, 2020 Cash and cash equivalents $ 2,055,044 $ 2,183,207 Restricted cash 86,632 86,045 Cash, cash equivalents and restricted cash $ 2,141,676 $ 2,269,252 (F) Trade Receivables, Net The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of March 31, 2021 and 2020. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets. (G) 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. (H) Property and Equipment Property and equipment, consisting primarily of computers, equipment, furniture and fixtures, software, and leasehold improvements, is recorded at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets once the asset has been placed in service. Leasehold improvements are amortized using the straight-line method over the estimated useful life or remaining lease term, whichever is shorter. The following table provides the range of estimated useful lives used for each asset type: Property and Equipment Estimated Useful Life Computers 3 years Equipment 5 years Furniture and fixtures 7 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. (I) Investments For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense, net” on the consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Investments in equity securities may also 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, “Investments.” (J) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as R&D. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. R&D costs primarily consist of the intellectual property and R&D materials acquired and expenses from third parties who conduct R&D activities on behalf of the Company. The Company evaluates in-licensed in-process in-licensed (K) General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of employee-related expenses for G&A personnel, including those responsible for the identification and acquisition or in-license in-license (L) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company’s deferred tax assets will be realizable. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. (M) Share-Based Compensation Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method. The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for pre-vesting As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares for RSL and private Vants. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercises reasonable judgment and considers numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considers factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions, the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions. (N) 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 • Level 2-Valuations • Level 3-Valuations 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 Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long term debt. The shares of Arbutus and Sio 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 Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The liability instruments issued, including the Sumitomo Options, are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. 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. (O) Foreign Currency Assets and liabilities of foreign operations are translated using exchange rates in effect at the balance sheet date and their results of operations are translated using average exchange rates for the year. Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Adjustments resulting from the translation of the financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of shareholders’ equity. Foreign exchange transaction gains and losses are included in “Other expense, net” in the Company’s statements of operations. (P) Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below. • Licenses of intellectual property: non-refundable, non-refundable, • Milestone payments: re-evaluates catch-up • Royalties and commercial milestone payments: pre-specified Revenue is also generated by certain technology-focused Vants from subscription and service-based fees recognized for the use of certain technology developed by these Vants. Subscription revenue is recognized ratably over the contract period. (Q) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13”), No. 2016-13 available-for-sale No. 2016-13 No. 2016-13 (R) Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): No. 2020-06”). No. 2020-06 No. 2020-06 No. 2020-06 No. 2020-06 | ||
Montes Archimedes Acquisition Corp. | |||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 36,277,487 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class Net income per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income per common share: For the Three Months Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 82,038 Less: Company’s portion available to be withdrawn to pay taxes (60,788 ) Net income attributable $ 21,250 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,396,710 Basic and diluted net income per share $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net gain $ 19,019,100 Less: Net income allocable to Class A common stock subject to possible redemption (21,250 ) Non-redeemable $ 18,997,850 Denominator: weighted average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 16,943,069 Basic and diluted net income per share, Non-redeemable $ 1.12 Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 30,750,277 warrants issued in connection with its Initial Public Offering (20,535,912) and Private Placement (10,214,365) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. | Note 3—Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act. with a maturity of 185 days or less. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. and any investments held in Trust Account. As of December 31, 2020. the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. The future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 34,375,578 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued 20,535,912 warrants in connection with the Initial Public Offering (the “Public Warrants”) 10,214,365 warrants in a Private Placement Placement (the “Private Placement Warrants”). These warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Period Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in trust Account $ 71,296 Less: Company’s portion available to be withdrawn to pay taxes $ (71,296 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,386,548 Basic and diluted net income per share $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (10,774,318 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable $ (10,774,318 ) Denominator: weighted average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 13,324,191 Basic and diluted net loss per share, Non-redeemable $ (0.81 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Montes Archimedes Acquisition Corp. | ||
Initial Public Offering | Note 3—Initial Public Offering On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 Units at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions. The Underwriters exercised the over-allotment option in full and on November 12, 2020 purchased an additional 1,071,823 Over-Allotment Units, generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one-half | Note 4—Initial Public Offering On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 Units at $ 10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions. The Underwriters exercised the over-allotment option in part and on November 12, 2020 purchased an additional 1,071,823 Over-Allotment Units, generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one-half |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Related Party Transactions | Note 9—Related Party Transactions Transition Services Agreement and Strategic Cooperation Agreement with Sumitomo Concurrently with the Sumitomo Transaction Agreement, (i) RSL, Sumitomo and Sumitovant entered into a transition services agreement, whereby each of the parties thereto agreed to provide certain services to one another at cost for a period of time following the Sumitomo Closing Date and (ii) RSL and Sumitomo entered into a strategic cooperation agreement relating to certain ongoing technology-related collaborations between the parties. Pursuant to the terms of the transition services agreement and strategic cooperation agreement, RSL billed Sumitovant $1.4 million and $0.2 million, net of amounts billed by Sumitovant to RSL, respectively, during the years ended March 31, 2021 and 2020 for costs incurred on behalf of Sumitovant, which were recorded as offsets to the general and administrative expenses initially charged. Additionally, during the years ended March 31, 2021 and 2020, the Company paid Sumitomo a $1.0 million access fee pursuant to the strategic cooperation agreement. | ||
Montes Archimedes Acquisition Corp. | |||
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On July 23, 2020, an affiliate of the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), with such shares subsequently transferred to the Sponsor. On October 6, 2020, the Sponsor surrendered 2,875,000 shares of Class B common stock to the Company for no consideration, resulting in a decrease of the Founder Shares from 14,375,000 shares to 11,500,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial stockholders agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriters exercised their Over-Allotment option in part on November 12, 2020; and the remaining over-allotment expired unexercised on November 20, 2020 resulting in a forfeiture of 1,232,044 shares of Class B common stock. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination; (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million. Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On July 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that will provide that, commencing on October 7, 2020 through the earlier of consummation of the Business Combination and the liquidation, the Company will pay an affiliate of the Sponsor $10,000 per month for office space and administrative support services. For the three months ended March 31, 2021, the Company incurred approximately $30,000 within General and administrative expenses – related party. As of March 31, 2021 there was $0 in accounts payable – related party outstanding, as reflected in the accompanying unaudited condensed balance sheets. | Note 5—Related Party Transactions Founder Shares On July 23, 2020, an affiliate of the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), with such shares subsequently transferred to the Sponsor. On October 6, 2020, the Sponsor surrendered 2,875,000 shares of Class B common stock to the Company for no consideration, resulting in a decrease of the Founder Shares from 14,375,000 shares to 11,500,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial stockholders agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriters partially exercised their over-allotment option in part on November 12, 2020; and the remaining over-allotment expired unexercised on November 20, 2020 resulting in the forfeiture of 1,232,044 share of Class B common stock. At December 31, 2020, there were 10,267,956 shares of Class B common stock outstanding, none subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination; (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million. Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000. The excess of fair value of the Private Placement Warrants of $5.1 million has been recognized as financing costs—derivative warrant liabilities. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On July 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing October 7, 2020 through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. The Company incurred and paid $28,065 for such services for the period from October 7, 2020 through December 31, 2020. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Commitments & Contingencies | Note 14—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries has entered into commitments under various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions and License Agreements.” Additionally, the Company through its subsidiaries enters into agreements with contract service providers to assist in the performance of its R&D 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. (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. The Company is currently not involved in any legal proceedings with a probable and estimable material loss. (C) Intellectual Property Agreements As of March 31, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions and License Agreements.” (D) COVID-19 The Company has been actively monitoring the impact of the COVID-19 The COVID-19 COVID-19 COVID-19 COVID-19, COVID-19 | ||
Montes Archimedes Acquisition Corp. | |||
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to the registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $14.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters agreed to make a payment to the Company in an amount of 0.13% of the gross proceeds of the Initial Public Offering, or $520,000, to reimburse certain of offering expenses. The Company received such reimbursement on October 27, 2020. Upon closing of the Over-allotment on November 12, 2020, the underwriters received approximately $214,000 in fees paid upfront and eligible for an additional deferred underwriting commissions of approximately $375,000. In addition, the underwriters agreed to make an addition payment to the Company in an amount of 0.13% of the gross proceeds of the Over-allotment, or approximately $14,000, to reimburse certain of offering expenses. As of March 31, 2021, there was no outstanding balance. | Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to the registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $14.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters agreed to make a payment to the Company in an amount of 0.13% of the gross proceeds of the Initial Public Offering, or $520,000, to reimburse certain of offering expenses. The Company received such reimbursement on October 27, 2020. Upon closing of the Over-allotment on November 12, 2020, the underwriters received approximately $214,000 in fees paid upfront and eligible for an additional deferred underwriting commissions of approximately $375,000. In addition, the underwriters agreed to make an addition payment to the Company in an amount of 0.13% of the gross proceeds of the Over-allotment, or approximately $14,000, to reimburse certain of offering expenses. As of December 31, 2020, approximately $5,000 remained unpaid. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Montes Archimedes Acquisition Corp. | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described below under “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00”). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a) (9) of the Securities Act or another exemption. The warrants will have an exercise price of $ 11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Shares of Class A common stock; and • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity and Redeem
Shareholders' Equity and Redeemable Noncontrolling Interest | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Shareholders' Equity and Redeemable Noncontrolling Interest | Note 10—Shareholders’ Equity and Redeemable Noncontrolling Interest (A) Sumitomo Transaction Agreement and Roivant Equity Repurchase In December 2019, RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement; see Note 5, “Sumitomo Transaction Agreement.” Pursuant to the Sumitomo Transaction Agreement, RSL issued 26,952,143 common shares to Sumitomo at closing at a price per share of $37.10 for allocated net proceeds of approximately $999.2 million, after offering expenses incurred. In connection with the Sumitomo Closing Date, RSL’s board of directors approved a repurchase of up to $1.0 billion of the Company’s equity securities using the proceeds received from Sumitomo. In February 2020, the Company launched one-time Cash Payment Common stock $ 950,722 Other equity instruments 39,292 Total cash paid $ 990,014 (B) Consolidated Vant Equity Transactions Cytovant Sciences HK Limited In March 2020, Cytovant Sciences HK Limited (“Cytovant”), a subsidiary of the Company, issued and sold 20,085,301 Series A-1 A-1 Immunovant In September 2019, Immunovant Sciences Ltd. (“ISL”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Health Sciences Acquisitions Corporation (“HSAC”), and in December 2019, ISL and HSAC completed the transactions contemplated by the Share Exchange Agreement (the “Business Combination”). At closing, HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for 42,080,376 shares of HSAC’s common stock issued to HSAC, ISL, and the shareholders of ISL (together, the “Sellers”) and 10,000 shares of HSAC Series A preferred shares issued to RSL. Additionally, as part of its initial public offering in May 2019, HSAC issued common stock warrants, which are classified in equity. Upon completion of the Business Combination, 11,500,000 warrants were outstanding for the purchase of one-half The sellers were entitled to receive an additional 20,000,000 shares of Immunovant, Inc.’s common stock (the “Earnout Shares”) if the volume-weighted average price of Immunovant, Inc.’s shares equaled or exceeded the following prices for any 20 trading days within any 30 trading-day (i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share. In May 2020 and September 2020, Immunovant, Inc. achieved the first earnout milestone and second earnout milestone, respectively, under the Share Exchange Agreement and, as a result, all of the 20,000,000 earnout shares of Immunovant, Inc.’s common stock were issued to former stockholders of ISL, including 17,547,938 shares of common stock issued to RSL. In addition, upon the achievement of the first earnout milestone and second earnout milestone and pursuant to the restricted stock agreement entered into between HSAC and Health Sciences Holdings, LLC (the “Sponsor”), all of the 1,800,000 shares of the Sponsor’s restricted shares vested and are no longer subject to forfeiture. Immediately prior to the closing of the Business Combination, as described above, ISL’s convertible promissory notes were automatically converted into an aggregate of 7,156,495 common shares of ISL, which were then exchanged for an aggregate of 3,499,995 shares of Immunovant, Inc. common stock upon the closing of transactions contemplated by the Share Exchange Agreement. The conversion of ISL’s convertible promissory notes resulted in an increase to equity by $35.6 million, the carrying amount of the convertible promissory notes. The conversion included a convertible promissory note held by RSL for $2.5 million. In April 2020, Immunovant, Inc. completed an underwritten public offering of 9,613,365 shares of its common stock, including 1,034,483 shares of common stock purchased by RSL, at a price of $14.50 per share for net proceeds to Immunovant, Inc. of approximately $131.0 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $15.0 million received from RSL. In May 2020, Immunovant, Inc.’s 11,500,000 outstanding warrants became exercisable for an aggregate of 5,750,000 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share. An aggregate of 11,438,290 outstanding warrants were exercised for an aggregate of 5,719,145 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share, for net proceeds of approximately $65.8 million. The remaining 61,710 warrants were cancelled. In September 2020, Immunovant, Inc. completed an underwritten public offering of 6,060,606 shares of its common stock, including 380,000 shares of common stock purchased by RSL, at a price of $33.00 per share for net proceeds to Immunovant, Inc. of approximately $188.1 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $12.5 million received from RSL. Sinovant Sinovant, a subsidiary of the Company, previously issued and sold preferred stock convertible into ordinary shares of Sinovant at any time at the option of the investors or automatically upon a qualified initial public offering (“Qualified IPO”) as defined in the subscription agreement relating to the sale of the preferred stock. The convertible preferred stock was redeemable at the option of the investor if a Qualified IPO was not completed within five years of the initial investment and was payable in cash equal to the investment amount plus an annualized return of 12%. As such events are not within the control of the Company, the preferred stock was previously classified as redeemable noncontrolling interest in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest. No dividends accrued or were payable on the convertible preferred stock. In January 2020, Sinovant’s parent company, Roivant China Holdings Ltd. (“RCHL”), purchased all preferred stock of Sinovant held by third parties at a purchase price of $12.26 per preferred share for an aggregate purchase price of $132.9 million. Consideration paid in excess of the carrying value for the repurchase of redeemable noncontrolling interest of $77.8 million is considered a deemed dividend. See Note 18, “Earnings per Common Share” for resulting impact to earnings per share. | ||
Montes Archimedes Acquisition Corp. | |||
Shareholders' Equity and Redeemable Noncontrolling Interest | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A common stock and holders of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted | Note 8—Stockholders’ Equity Class A Common Stock— Class B Common Stock— Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A common stock and holders of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted Preferred Stock— |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Fair Value Measurements | Note 15—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 March 31, 2021 and 2020, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 As of March 31, 2020 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,420,597 $ — $ — $ 1,420,597 $ 1,874,662 $ — $ — $ 1,874,662 Investment in Sio common shares 48,487 — — 48,487 45,329 — — 45,329 Investment in Arbutus common shares 53,325 — — 53,325 16,174 — — 16,174 Investment in Arbutus convertible preferred shares — 76,037 — 76,037 — 23,062 — 23,062 Other investments 11,129 — — 11,129 8,880 — — 8,880 Total assets at fair value $ 1,533,538 $ 76,037 $ — $ 1,609,575 $ 1,945,045 $ 23,062 $ — $ 1,968,107 Liabilities: Debt held by Dermavant with NovaQuest $ — $ — $ 150,100 $ 150,100 $ — $ — $ 89,100 $ 89,100 Liability instruments measured at fair value — — 67,893 67,893 — — 102,373 102,373 Total liabilities at fair value $ — $ — $ 217,993 $ 217,993 $ — $ — $ 191,473 $ 191,473 There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the years ended March 31, 2021 and 2020. Level 3 Disclosures The Company measures its Level 3 liabilities, including debt issued by Dermavant to NovaQuest and the Sumitomo Options, 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 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 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 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2019 $ 103,628 Issuance of liability instruments measured at fair value 101,567 Changes in fair value of debt and liability instruments, included in net loss (13,722 ) Balance at March 31, 2020 191,473 Changes in fair value of debt and liability instruments, included in net loss 29,845 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at March 31, 2021 $ 217,993 Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of March 31, 2021 and 2020 represents the fair value of amounts payable to NovaQuest using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 6% to 17%. 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. Sumitomo Options The fair value of the options to acquire the Company’s interest in Dermavant, Genevant, Lysovant, Metavant, Cytovant Parent, and Sinovant (collectively, the “Option Vants”) granted to Sumitomo under the Sumitomo Transaction Agreement as of March 31, 2021 and 2020 was calculated using significant unobservable inputs including the following: Range or Point Estimate Used Input As of March 31, 2021 As of March 31, 2020 Time to expiration (in years) 3.59 0.49 - 4.59 Risk-free rate 0.52% 0.15% - 0.35% Volatility 89.0% - 95.0% 91.0% - 110.0% As of March 31, 2021 and 2020, the fair value of the Sumitomo Options was $62.4 million and $95.9 million, respectively. Sumitomo Options are included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets. In June 2021, the Company completed a transaction with Sumitomo pursuant to which Sumitomo terminated all of its existing options to acquire the Company’s equity interests in certain subsidiaries. See Note 19, “Subsequent Events” for additional information. | ||
Montes Archimedes Acquisition Corp. | |||
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Significant Other (Level 3) Assets: Investment held in Trust Account U.S. Treasury securties maturing on April 8, 2021 $ 410,790,002 $ — $ — Cash 994 — — Liabilities: Derivative warrant liabilities—public warrants 17,455,520 — — Derivative warrant liabilities—private warrants — — 8,682,210 Total Fair Value $ 428,246,515 $ — $ 8,682,210 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investment held in Trust Account U.S. Treasury securties maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash 289 — — Liabilities: Derivative warrant liabilities—public warrants 32,652,100 — — Derivative warrant liabilities—private warrants — — 16,445,130 Total Fair Value $ 443,455,511 $ — $ 16,445,130 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 2020 as the Public Warrants were separately listed and traded beginning in November 2020. The amount transferred to Level 1 was $30.2 million. There were no transfers between levels for the three months ended March 31, 2021. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs with changes in fair value recognized in the statement of operations. For the three months ended March 31, 2021, the Company recognized change in the fair value of warrant liabilities of approximately $22,959,500 presented on the accompanying statement of operations. The change in the fair value of the level 3 derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 16,445,130 Change in fair value of derivative warrant liabilities (7,762,920 ) Derivative warrant liabilities at March 31, 2021 $ 8,682,210 The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of March 31, 2021 Exercise price $ 11.50 Stock Price $ 9.78 Volatility 14.9 % Risk-free rate 1.01 % Dividend yield 0.0 % | Note 9—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices (Level 1) Significant Other (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Marketable Securities held in Trust Accounting: U.S. Treasury securities maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash $ 289 — — $ 410,803,411 $ — $ — Liabilities: Derivative warrant liabilities $ 32,652,100 $ — $ 16,445,130 Transfers to/from Levels 1. 2. and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 2020 as the Public Warrants were separately listed and traded beginning in November 2020. The amount transferred to Level 1 was $30.2 million. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of October 9, Volatility 22.5 % Expected date of Business Combination Mar-21 Risk-free rate 0.39 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities for the period from July 6, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at July 6, 2020 (inception) $ — Issuance of Public and Private Placement Warrants 45,509,340 Change in fair value of derivative warrant liabilities 3,587,890 Derivative warrant liabilities at December 31, 2020 $ 49,097,230 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2021 | |
Income Taxes | Note 12—Income Taxes The loss before income taxes and the related expense/(benefit) are as follows (in thousands): Years Ended March 31, 2021 2020 Loss before income taxes: United States $ (212,921 ) $ (69,264 ) Switzerland (424,494 ) (355,422 ) Bermuda (227,471 ) (105,604 ) Other (1) (33,661 ) (30,696 ) Total loss before income taxes $ (898,547 ) $ (560,986 ) (1) Primarily Greater China and United Kingdom activity Years Ended March 31, 2021 2020 Current taxes: United States $ 1,365 $ 6,327 Switzerland — — Bermuda — — Other (1) 321 797 Total current tax expense $ 1,686 $ 7,124 Deferred taxes: United States $ — $ — Switzerland — — Bermuda — — Other (1) — — Total deferred tax benefit $ — $ — Total income tax expense $ 1,686 $ 7,124 (1) Primarily Greater China, United States state and local and United Kingdom activity A reconciliation of income tax provision/(benefit) computed at the Bermuda statutory rate to income tax expense reflected in the consolidated financial statements is as follows (in thousands, except percentages): Year Ended March 31, Year Ended Income tax benefit at Bermuda statutory rate $ — — % $ — — % Foreign rate differential (1) (150,778 ) 16.78 % (74,922 ) 13.36 % Permanent disallowed IPR&D 111,432 (12.40 )% — — % Nondeductible changes in the fair value of investments and loss from equity method investment (22,472 ) 2.50 % 20,840 (3.72 )% Nontaxable (loss) gain on deconsolidation of business (16,438 ) 1.83 % 29,041 (5.18 )% Permanent adjustments 2,923 (0.33 )% (20,395 ) 3.64 % R&D tax credits (10,555 ) 1.17 % (5,990 ) 1.07 % Rate changes 2,443 (0.27 )% (29,238 ) 5.21 % Valuation allowance 85,046 (9.46 )% 87,677 (15.63 )% Other 85 (0.01 )% 111 (0.02 )% Total income tax expense $ 1,686 (0.19 )% $ 7,124 (1.27 )% (1) Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. The Company’s effective tax rates were (0.19)% and (1.27)% for the years ended March 31, 2021 and 2020, respectively, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands): March 31, 2021 March 31, 2020 Deferred tax assets Research tax credits $ 19,063 $ 6,303 Intangible assets 50,564 43,626 Net operating loss 202,906 116,619 Share-based compensation 26,623 18,413 Lease liabilities 16,638 17,194 Other 7,303 7,060 Subtotal 323,097 209,215 Valuation allowance (303,287 ) (187,831 ) Deferred tax liabilities Depreciation (1,214 ) (1,833 ) Right-of-use (13,908 ) (15,409 ) Other (4,688 ) (4,142 ) Total deferred tax assets (liabilities) $ — $ — The Company has Federal net operating losses in Switzerland, the United States, the United Kingdom and other jurisdictions in the amount of $1,181.1 million, $122.2 million, $28.6 million, and $75.8 million, respectively. The Switzerland net operating losses will expire in varying amounts between March 31, 2025 and March 31, 2028. The United States net operating losses can be carried forward indefinitely with utilization limited to 80% of future taxable income for tax years beginning on or after January 1, 2021, while the United Kingdom and other net operating losses can be carried forward indefinitely as well, with an annual limitation on utilization. The Company has generated net operating losses from United States state and local jurisdictions in the amount of $69.7 million which will expire in varying amounts between March 31, 2035 and March 31, 2041. The Company has generated $19.1 million of research tax credit carryforwards primarily in the United States, which will expire in varying amounts between March 31, 2035 and March 31, 2041. The Company assesses the realizability of the 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 record a valuation allowance as necessary. Due to the Company’s cumulative loss position which provides significant negative evidence difficult to overcome, the Company has recorded a valuation allowance of $303.3 million as of March 31, 2021, representing the portion of the deferred tax asset that is not more likely than not to be realized. The amount of the deferred tax asset considered realizable could be adjusted for future factors that would impact the assessment of the objective and subjective evidence of the Company. For the period April 1, 2020 through March 31, 2021, the valuation allowance increased by $115.5 million primarily as a result of corresponding increases in our global net operating losses, as well as our Research Tax Credits. For the period April 1, 2019 through March 31, 2020, the valuation allowance decreased by $168.0 million primarily as a result of the Sumitomo Transaction and the deconsolidation of Sio. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the amount, if any, required for a valuation allowance. There are outside basis differences related to the Company’s investment in subsidiaries for which no deferred taxes have been recorded as these would not be subject to tax on repatriation as Bermuda has no tax regime for Bermuda exempted limited companies, and the United Kingdom tax regime relating to company distributions and sales generally provides for exemption from tax for most overseas profits, subject to certain exceptions. The Company is subject to tax and is required to file United States, United Kingdom, and Switzerland federal income tax returns, as well as income tax returns in various state, local, and foreign jurisdictions. The Company is subject to tax examinations for tax years ended March 31, 2018 and forward in major taxing jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgments. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes it has appropriately recorded its tax position using reasonable estimates and assumptions, however, the potential tax benefits may impact the results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire. There are no unrecognized tax benefits recorded as of March 31, 2021 and 2020. | |
Montes Archimedes Acquisition Corp. | ||
Income Taxes | Note 10—Income Taxes The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up For the Current — Federal $ 16,709 State — Deferred Federal 94,345 State Valuation on allowance (94,345 ) Income tax provision $ 16,709 The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization $ 95,524 Total deferred tax assets 95,524 Valuation allowance (94,345 ) Deferred tax asset, net of allowance $ 1,179 Deferred tax liabilities: Unrealized gain on marketable securities held in the Trust Account $ (1,179 ) Total deferred tax liabilities (1,179 ) Net Deferred tax assets/(liabilities), net of valuation allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (7.0 ) Financing Cost (13.3 ) Change in Valuation Allowance (0.9 )% Income Taxes Benefit (0.2 )% There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Subsequent Events | Note 19—Subsequent Events The Company has evaluated subsequent events for appropriate disclosures through June 30, 2021, the date that the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2021 have been incorporated in these financial statements. Option Vants Transaction On May 1, 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants; (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 Dermavant On May 14, 2021, Dermavant entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with three institutional investors. Under the terms of the RIPSA, the participants purchased a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the United States in exchange for $160.0 million in committed funding to be paid to Dermavant, subject to approval of tapinarof by the FDA. Dermavant concurrently entered into a $40.0 million senior secured credit facility (the “Credit Facility”) with one of the institutional investors. The Credit Facility has a five-year maturity and bears an interest rate of 10% per annum. In connection with the funding of the Credit Facility, Dermavant issued to the institutional investor a warrant to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 per common share. The proceeds from the Credit Facility were used to repay all amounts outstanding under the loan and security agreement with Hercules, with the remainder of net proceeds used for working capital and general corporate purposes. The Company reclassified $3.1 million on the consolidated balance sheets as of March 31, 2021 from current to long-term given that Dermavant had the intent and ability to refinance the short-term obligation on a long-term basis after March 31, 2021 and before the financial statements were issued. Datavant In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies. The merger is subject to regulatory approvals and is expected to close in the third quarter of 2021. | ||
Montes Archimedes Acquisition Corp. | |||
Subsequent Events | Note 9—Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the balance sheet was available for issuance. Based on this evaluation, the Company identified the following subsequent events for disclosure. On May 1, 2021, the Company entered into a business combination agreement (the “ Business Combination Agreement Roivant Merger Sub” Business Combination Closing | Note 11—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through March 22, 2021, the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Montes Archimedes Acquisition Corp. | |
Warrants | Note 7— Warrant Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described below under “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00”). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Description of Business and Liq
Description of Business and Liquidity | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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. 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, “Investments” for further discussion of the Company’s investments in unconsolidated entities. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2021, the Company had cash and cash equivalents of approximately $2.1 billion and its accumulated deficit was approximately $1.9 billion. For the years ended March 31, 2021 and 2020, the Company incurred losses from continuing operations of $900.2 million and $568.1 million, 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. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. 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 consolidated financial statements. |
Investments
Investments | 12 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 3—Investments (A) Investments Measured at Fair Value Investment in Arbutus RSL owns 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares that are mandatorily convertible into shares of Arbutus common stock on October 18, 2021 subject to conversion earlier upon a sale, merger or other transaction considered a fundamental change of control of Arbutus. The Arbutus Preferred Shares are non-voting After conversion of the Arbutus Preferred Shares into common shares, based on the number of Arbutus’s common shares outstanding on October 2, 2017, the Company would hold 49.90% of Arbutus’s common shares. In addition, the Company agreed to a four-year standstill to not acquire greater than 49.99% of common shares or securities convertible into common shares of Arbutus. At March 31, 2021 and 2020, the aggregate fair value of the Company’s investment in Arbutus was $129.4 million and $39.2 million, respectively, with the Company recognizing an unrealized gain on its investments in Arbutus of $90.2 million and an unrealized loss of $99.9 million in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020, respectively. The fair value of the common stock and preferred shares held by the Company was determined using the closing price of Arbutus’s common stock on March 31, 2021 and 2020 of $3.33 and $1.01, respectively. Investment in Sio Following the completion of Sio’s underwritten public offering in February 2020, RSL’s ownership interest fell below 50.0%. As such, the Company no longer has a controlling financial interest in Sio. Accordingly, the Company deconsolidated Sio in February 2020. Due to the Company’s significant influence over operating and financial policies, Sio remains a related party of the Company following deconsolidation. As the Company still has the ability to exercise significant influence over the operating and financial policies of Sio, the Company has determined that its retained interest represents an equity method investment after the date of deconsolidation. Upon deconsolidation, the retained interest was recorded at fair market value based on the closing price of Sio’s common stock. The Company recognized a gain on deconsolidation of $107.3 million in the accompanying consolidated statements of operations for the year ended March 31, 2020. The fair value option was elected to continuously measure the investment after the initial measurement. At March 31, 2021 and 2020, the fair value of the Company’s investment in Sio was $48.5 million and $45.3 million, respectively, with the Company recognizing an unrealized gain on its investment in Sio of $3.2 million and an unrealized loss of $31.6 million in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on March 31, 2021 and 2020 of $2.61 and $2.44, respectively. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $11.1 million and $8.9 million as of March 31, 2021 and 2020, respectively. (B) Investment Accounted for Using Measurement Alternative Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. The Company accounts for its investment in Datavant using the measurement alternative to fair value. The investment will be remeasured upon future observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise. At March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million. |
Asset Acquisitions and License
Asset Acquisitions and License Agreements | 12 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Asset Acquisitions and License Agreements | Note 4—Asset Acquisitions and License Agreements During the years ended March 31, 2021 and 2020, the Company, directly or indirectly through Vants, completed the following key asset acquisitions and license agreements. The Company evaluated the below agreements, except the collaboration and license agreement entered into between Dermavant and Japan Tobacco Inc. that is evaluated separately below, and determined that the acquired assets did not meet the definition of a business as substantially all the fair value of the assets acquired were concentrated in a single asset or group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of an assembled workforce and early stage of development and thus, each transaction was accounted for as an asset acquisition. The Company then evaluated whether each in-process in-process Dermavant In August 2018, Dermavant acquired the worldwide rights (other than with respect to certain rights in China) to tapinarof, an investigational therapeutic aryl hydrocarbon receptor modulating agent for the treatment of psoriasis and atopic dermatitis, from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”). GSK previously acquired rights to a predecessor formulation of tapinarof from Welichem Biotech Inc. (“Welichem”) pursuant to an asset purchase agreement between GSK and Welichem entered into in May 2012 (the “Welichem Agreement”). Under the GSK Agreement, Dermavant made an upfront payment of £150.0 million (approximately $191 million) and agreed to a contingent payment of £100.0 million (approximately $133 million) upon the first approval of an NDA by the FDA for a product that contains tapinarof. Dermavant assumed responsibility for all obligations under the Welichem Agreement, including payment of up to C$180.0 million (approximately $137 million) in potential development and commercial milestones. The purchase was funded in part by a $117.5 million borrowing from NovaQuest Co-Investment In January 2020, Dermavant entered into a collaboration and license agreement with Japan Tobacco Inc. (“JT”) for exclusive rights to develop, register, and market tapinarof in Japan for the treatment of dermatological diseases and conditions, including psoriasis and atopic dermatitis. In conjunction with this agreement, JT executed an exclusive license agreement with its subsidiary, Torii Pharmaceutical Co., Ltd., for co-development The Company evaluated the collaboration and license agreement and concluded that JT is a customer. The Company’s performance obligations under the agreement are the following: (i) an exclusive license to JT of the right to develop, register and market tapinarof in Japan and (ii) the associated transfer to JT of technology and know-how know-how know-how Based on management’s evaluation, the non-refundable, up-front re-evaluate know-how non-refundable Genevant In July 2020, RSL increased its investment in Genevant Sciences Ltd. (“Genevant”) as part of a recapitalization transaction (the “Recapitalization”). Genevant, an entity focused on the discovery, development, and commercialization of a broad range of RNA-based Pursuant to the Recapitalization, the following transactions were completed: • Genevant issued 74,272,043 common shares to RSL for an aggregated purchase price of $20.5 million; • $15.1 million aggregate principal amount of the Genevant Outstanding Notes were converted into 54,526,549 common shares; and • Genevant issued 9,057,566 common shares to Arbutus for an aggregated purchase price of $2.5 million. Following the Recapitalization, RSL held an 82.9% controlling interest in Genevant. Concurrent with the Recapitalization, the composition of Genevant’s Board of Directors was restructured to include two directors designated by RSL and one director who is a senior officer of Genevant. As a result of the Recapitalization and changes to the bye-laws, The transactions completed as part of the Recapitalization represent an acquisition achieved in stages, which required the remeasurement of RSL’s previously held interest in Genevant. As such, RSL’s investments in Genevant were remeasured to fair value of $28.8 million, also resulting in a gain of $28.8 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. Along with the fair value of noncontrolling interests in Genevant of $9.2 million and cash paid of $20.5 million for common shares of Genevant as part of the Recapitalization, total consideration paid was $58.5 million. Of this amount, $41.4 million was attributed to in-process Proteovant In November 2020, Proteovant Sciences, Inc. (formerly known as Pharmavant 5, Inc.) (“ProteoVant”) entered into a stock purchase agreement to acquire Oncopia Therapeutics, Inc. (“Oncopia”), a preclinical biotechnology company developing small molecule protein degraders primarily against certain oncology targets. Upfront proceeds to Oncopia’s shareholders were $105.0 million, prior to certain adjustments in accordance with the terms of the agreement. Proteovant is also obligated to make future development and commercial milestone payments of up to $100.0 million for the first product targeting each of the two specified initial targets, and up to $51.0 million for the first product targeting each of certain specified additional molecular targets. Additionally, the Company’s investments in promissory notes issued by Oncopia for an aggregate principal amount of $11.5 million were settled through either conversion to equity or cancellation. Oncopia’s intellectual property was developed by the University of Michigan laboratory run by Oncopia’s co-founder “Co-Founder”). low- mid-single The Co-Founder’s on-going Lastly, in connection with the acquisition of Oncopia, the Co-Founder Co-Founder Co-Founder During the year ended March 31, 2021, the Company recorded $116.5 million, relating to the net upfront cash payment of $101.2 million, settlement of promissory notes receivable, including accrued interest, of $11.9 million, and fair value of future contingent consideration payments of $3.4 million, as research and development expense in the accompanying consolidated statements of operations. In December 2020, RSL, Proteovant and SK, Inc. (formerly known as SK Holdings Co., Ltd.) (“SK”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. In January 2021, in accordance with the terms of the Subscription Agreement, SK made the first payment of $100.0 million to Proteovant. A second $100.0 million payment is expected to be made by SK to Proteovant on or about July 12, 2021, the date six months from the closing date. The second $100.0 million payment is classified as a subscription receivable in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of March 31, 2021. Affivant In November 2020, RSL and its indirect subsidiary Affivant Sciences GmbH (“Affivant”) entered into a licensing and strategic collaboration agreement with Affimed N.V. (“Affimed”) to develop and commercialize novel innate cell engagers for multiple cancer targets in exchange for consideration that includes $40.0 million in upfront cash and pre-paid Acquisition of Silicon Therapeutics In March 2021, the Company completed the acquisition of the business of Silicon Therapeutics, LLC (“SiTX”), a physics-driven computational drug discovery company, for total consideration of approximately $450.0 million, with additional cash payments payable subject to the satisfaction of certain regulatory and commercial milestones. This acquisition did not include one of SiTX’s subsidiaries, Silicon SWAT, Inc. Approximately $350.0 million of the consideration was payable primarily in the Company’s common stock at or near closing of the acquisition (the “First Tranche”). At closing of the acquisition, the Company issued 7,316,583 common shares and paid approximately $14.0 million in cash, net of cash received, to SiTX after giving effect to certain transaction adjustments and holdbacks. The remainder of the First Tranche is expected to be paid in a combination of common shares and cash as certain holdbacks are released. Approximately $100.0 million (the “Second Tranche Consideration”) is payable to SiTX on the earlier of (x) approximately 30 to 60 days following the public listing of the Company’s common shares, in either cash or common shares (at the Company’s election), and (y) 12 months following the closing of the acquisition, in cash. The transaction was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset, IPR&D related to the computational drug discovery platform that designs and develops small molecule therapeutics. For accounting purposes, the fair value of consideration transferred was $402.4 million, consisting of $281.7 million relating to the fair value of common shares issued upfront and expected to be issued shortly thereafter; $105.1 million relating to the fair value of liabilities due to the sellers, including the Second Tranche Consideration, future contingent consideration payments, and closing consideration to be paid in cash; and cash of $15.6 million paid at closing. Of this amount, $399.6 million was attributed to IPR&D, which was determined to have no alternative future use. Accordingly, the Company recorded $399.6 million as research and development expense in the accompanying consolidated statement of operations for the year ended March 31, 2021. In connection with the transaction, the vesting of certain outstanding SiTX share-based compensation awards held by employees of SiTX was discretionarily accelerated at closing. As a result, the Company recorded share-based compensation expense of $23.5 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. In addition, certain share-based compensation awards of SiTX were exchanged with restricted common stock of the Company, subject to certain service-based vesting requirements, with a fair value of $22.6 million. Of this amount, $15.6 million was attributed to precombination service and therefore included in the total fair value of consideration transferred. Refer to Note 11, “Share-Based Compensation,” for additional detail regarding this restricted common stock. |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement | 12 Months Ended |
Mar. 31, 2021 | |
Transaction Agreement [Abstract] | |
Sumitomo Transaction Agreement | Note 5—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement. Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant, Urovant, Enzyvant, Altavant, and Spirovant to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant, Lysovant Sciences Ltd. (“Lysovant”), Metavant Sciences Ltd. (“Metavant”), Roivant Asia Cell Therapy Holdings Ltd. (“Cytovant Parent”), and Sinovant Sciences HK Limited (“Sinovant”)), (ii) provided Sumitomo and Sumitovant with certain rights over and access to RSL’s proprietary technology platforms, DrugOme and Digital Innovation, and (iii) transferred 26,952,143 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash, resulting in a gain of $2.0 billion after taking into account all of the components of the transaction. Additionally, on the Sumitomo Closing Date, $75.0 million of the consideration was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. Upon the expiration of the escrow period, being 18 months from the Sumitomo Closing Date, any remaining escrow funds will be disbursed to RSL. As of March 31, 2021, the Company does not believe that a reasonably possible loss of the funds in the escrow account exists. As such, the full escrow amount of $75.0 million was recorded by the Company as restricted cash on the accompanying consolidated balance sheets as of March 31, 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved a repurchase of RSL’s equity securities for up to $1.0 billion of the proceeds received from Sumitomo. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for further detail. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments with an aggregate fair value of $39.1 million to these employees, of which $24.8 million was classified within shareholders’ equity and $14.3 million was classified as a liability. The liability classified awards were subsequently surrendered and exchanged for cash and other newly issued equity as part of the repurchase in March 2020. The remaining instruments vest based on the achievement of time-based, performance or liquidity event requirements. As of March 31, 2021 and 2020, there were 1,865,416 and 1,880,980 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In June 2021, RSL completed a transaction with Sumitomo pursuant to which Sumitomo terminated its existing options to acquire RSL’s equity interests in certain of its subsidiaries. See Note 19, “Subsequent Events” for additional information. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 6—Discontinued Operations As a result of the Sumitomo Transaction Agreement, see Note 5, “Sumitomo Transaction Agreement,” the financial results of the Sumitovant Vants are presented as “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the year ended March 31, 2020. There were no operating results from discontinued operations for the year ended March 31, 2021. The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands). Year Ended Operating expenses: Research and development $ 265,452 General and administrative 119,885 Total operating expenses 385,337 Loss from operations (385,337 ) Gain on sale of business (1,985,949 ) Interest income (2,305 ) Interest expense (1) 13,733 Other expense 8,866 Income from discontinued operations before income taxes 1,580,318 Income tax expense 1,892 Income from discontinued operations, net of tax $ 1,578,426 Loss from discontinued operations before income taxes attributable to noncontrolling interests $ (141,783 ) Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. 1,722,101 Income from discontinued operations before income taxes $ 1,580,318 (1) Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash In the accompanying consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. The significant cash flow items from discontinued operations were as follows (in thousands): Year Ended Gain on sale of business $ (1,985,949 ) Share-based compensation $ 54,821 Acquired in-process $ 16,405 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 7—Balance Sheet Components (A) Other Current Assets Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Prepaid expenses $ 39,544 $ 16,344 Receivables for value added tax (VAT) paid 807 5,978 Note receivable — 5,000 Trade receivables, net 11,222 3,669 Income tax receivable 1,803 632 Other 874 2,140 Total other current assets $ 54,250 $ 33,763 (B) Accrued Expenses Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Research and development expenses $ 20,755 $ 21,607 Compensation-related expenses 38,552 29,113 Professional services expenses 10,267 5,135 Other general and administrative expenses 7,362 12,766 Total accrued expenses $ 76,936 $ 68,621 (C) Other Current Liabilities Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Deferred revenue $ 5,918 $ 3,621 Income tax payable 207 1,497 Other 3,037 234 Total other current liabilities $ 9,162 $ 5,352 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 8—Long Term Debt (A) Long Term Debt Long term debt, net consists of the following (in thousands): March 31, 2021 March 31, 2020 Principal amount $ 171,490 $ 110,490 Less: unamortized debt discount and issuance costs (1,210 ) (1,898 ) Total debt, net 170,280 108,592 Less: current portion — — Total long term debt, net $ 170,280 $ 108,592 Dermavant In May 2019, Dermavant and certain of its subsidiaries entered into a loan and security agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), pursuant to which Dermavant borrowed an aggregate of $20.0 million which bears interest at a variable per annum rate at the greater of (i) 9.95% or (ii) the prime rate plus 4.45%. Dermavant is obligated to pay an end of term charge of $1.4 million with the debt maturing 36 months from closing, subject to extension with the achievement of a clinical milestone. Dermavant is obligated to make monthly payments of accrued interest for the first 15 months after closing (the “Interest-only Period”), followed by monthly installments of principal and interest through the maturity date, subject to extension upon certain milestone achievements. In January 2020, the Interest-only Period was extended through June 2021 upon Dermavant’s receipt of net proceeds from equity or debt financings, capital contributions, and proceeds from business development or similar transaction of at least $110.0 million. In July 2020, the clinical milestone was achieved and the term loan maturity was extended to June 1, 2023 and the Interest-only Period was further extended through December 2021. As of March 31, 2021 and March 31, 2020, an aggregate principal amount of $20.0 million and end of term charge of $1.4 million remained outstanding. In May 2021, Dermavant repaid all amounts outstanding under the Hercules Loan Agreement using the proceeds from the $40.0 million Credit Facility entered into by Dermavant and certain of its subsidiaries in May 2021. Refer to Note 19, “Subsequent Events” for additional detail. In connection with Dermavant’s acquisition of tapinarof from GSK, Dermavant and NovaQuest Co-Investment (B) Debt Maturities Annual maturities, including the end of term charge, of debt outstanding as of March 31, 2021 are as follows (in thousands). Long term debt held by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable. Years Ending March 31, 2022 $ 3,129 2023 13,306 2024 4,955 2025 — 2026 — Thereafter — Total $ 21,390 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 11—Share-Based Compensation (A) RSL 2015 Equity Incentive Plan As of March 31, 2021, 22,800,000 of the Company’s common shares (the “Share Reserve”) are reserved for issuance under the RSL Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). At March 31, 2021, a total of 10,296,392 common shares are available for future grants under the RSL 2015 EIP. The Company’s employees, directors, and consultants are eligible to receive nonstatutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards under the RSL 2015 EIP. As of March 31, 2021, an aggregate of 26,558,238 of the Company’s common shares (the “Special Reserve”) were reserved for the granting under RSL 2015 EIP of performance stock options (“Performance Options”) and capped value appreciation rights (“CVARs”) to the Company’s employees, directors and consultants. At March 31, 2021, there are no common shares available for future grant under the Special Reserve. Stock Options For the years ended March 31, 2021 and 2020, the Company recorded share-based compensation expense related to stock options issued under the RSL 2015 EIP to employees and directors of approximately $32.3 million and $31.8 million, respectively, and was included in research and development and general and administrative expenses in the accompanying consolidated statements of operations. At March 31, 2021, total unrecognized compensation expense related to non-vested The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Years Ended March 31, Assumptions 2021 2020 Expected stock price volatility 74.84 % 66.47 % Expected risk free interest rate 0.43 % 2.27 % Expected term, in years 6.25 6.72 Expected dividend yield — % — % A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Stock options outstanding at March 31, 2020 8,176,814 $ 24.52 $ 16.53 7.93 Granted 1,482,604 $ 38.71 $ 25.37 Forfeited/Canceled (270,047 ) $ 29.89 $ 19.85 Stock options outstanding at March 31, 2021 9,389,371 $ 26.61 $ 17.90 7.26 Stock options exercisable at March 31, 2021 5,533,848 $ 21.52 $ 14.95 6.49 At March 31, 2021 and 2020, there were 5,533,848 and 4,123,953 vested stock options, respectively. Additional information regarding stock options is set forth below (in thousands, except per share data). Years Ended March 31, 2021 2020 Grant date fair value of stock options vested $ 25,711 $ 33,789 Weighted-average grant date fair value per share of stock options granted $ 25.37 $ 20.63 Restricted Stock Units Restricted stock units will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Restricted stock units expire eight years after the date of grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these restricted stock units as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $83.8 million of unrecognized compensation expense related to non-vested A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Weighted Average Non-vested 1,008,175 $ 32.50 Granted 1,454,199 $ 39.19 Forfeited (169,636 ) $ 36.36 Non-vested 2,292,738 $ 36.53 Performance Options Performance Options will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these Performance Options as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $337.8 million of unrecognized compensation expense related to non-vested The Company estimated the fair value of each Performance Option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, Assumptions 2020 Expected stock price volatility 73.60 % Expected risk free interest rate 0.62 % Expected term 6 years Expected dividend yield — % A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Performance Options outstanding at March 31, 2020 14,518,870 $ 38.97 $ 23.78 6.00 Granted — $ — $ — Forfeited (93,207 ) $ 46.38 $ 22.18 Performance Options outstanding at March 31, 2021 14,425,663 $ 38.93 $ 23.42 5.00 No Performance Options were exercisable at March 31, 2021. CVARs CVARs will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. At settlement, each CVAR pays in common shares the excess of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $37.10, over (b) the hurdle price of either $18.70 or $33.63, as applicable to each grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these CVARs as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $23.0 million of unrecognized compensation expense related to non-vested A summary of CVARs under the RSL 2015 EIP is as follows: Number of CVARs Weighted Average Non-vested 11,088,658 $ 2.07 Granted — $ — Forfeited — $ — Non-vested 11,088,658 $ 2.07 (B) RSL 2015 Restricted Stock Unit Plan Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of March 31, 2021, there are 200,000 of the Company’s common shares reserved for issuance in connection with pRSUs that may be granted to employees, officers, directors and consultants of the Company under the pRSU Plan. The pRSUs expire eight years after the date of grant. At March 31, 2021, none of the Company’s common shares were reserved for future grants under this plan. As part of the Roivant Equity Repurchase, 17,044,465 existing pRSUs were surrendered and exchanged for newly issued Performance Options and CVARs issued under an amended and restated RSL 2015 EIP (see above), of which approximately 11.23% were then immediately purchased by the Company, during the year ended March 31, 2020. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for additional detail regarding the Roivant Equity Repurchase. A summary of pRSU activity under the pRSU Plan is as follows: Number of Weighted Average Non-vested 266,845 $ 13.92 Granted — $ — Forfeited (66,845 ) $ 13.92 Non-vested 200,000 $ 13.92 These pRSUs will vest to the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within specified years of the grant date, provided that the recipient has provided continued service through such date. As of March 31, 2021, the performance conditions had not been met and were deemed not probable of being met. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these pRSUs. During the year ended March 31, 2020, the Company recorded $12.3 million of share-based compensation expense relating to cash payments made for the purchase of a portion of the Performance Options and CVARs issued in replacement of pRSUs. At March 31, 2021, there was approximately $2.8 million of unrecognized compensation expense related to non-vested (C) RSL Restricted Common Stock In March 2021, certain employees holding share-based compensation awards of Silicon Therapeutics, which were fully vested under their original terms and conditions, were exchanged, on a one-for-one A summary of RSL restricted common stock activity as of March 31, 2021 is as follows: Number of Weighted Average Non-vested — $ — Granted 587,824 $ 38.50 Vested — $ — Forfeited — $ — Non-vested 587,824 $ 38.50 For the year ended March 31, 2021, the Company recorded share-based compensation expense of $0.1 million in relation to the RSL restricted common stock. At March 31, 2021, total unrecognized compensation expense related to non-vested (D) Subsidiary Equity Incentive Plans Certain wholly owned and majority-owned or controlled 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 (E) Share-Based Compensation Expense Share-based compensation expense from continuing operations was as follows (in thousands): Years Ended 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 22,637 $ 7,738 G&A expenses 62,321 60,013 Total $ 84,958 $ 67,751 The classification of share-based compensation expense between R&D and G&A expenses in the accompanying consolidated statements of operations is consistent with the classification of grantee’s salary expense. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 13—Leases The Company’s operating leases consist primarily of real estate leases, including those entered into by certain wholly owned and majority-owned or controlled subsidiaries of RSL. The Company determines if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For real estate leases, the Company elected the expedient to account for lease and non-lease Right-of-use As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate in determining the present value of fixed lease payments based on information available at the lease commencement date. The Company’s incremental borrowing rates are determined based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the ROU asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term. Leases generally provide for payments of nonlease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. For lease agreements entered into or modified after April 1, 2019, the Company accounts for lease components and nonlease components together as a single lease component and, as such, includes fixed payments of nonlease components in the measurement of the ROU assets and lease liabilities. Variable lease payments, such as periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants. The components of operating lease expense for the Company were as follows (in thousands): Years Ended March 31, 2021 2020 Operating lease cost $ 11,931 $ 11,515 Short-term lease cost 237 872 Variable lease cost 704 379 Total operating lease cost $ 12,872 $ 12,766 Information related to the Company’s operating lease ROU assets and operating lease liabilities was as follows (in thousands, except periods and percentages): During the Year 2021 2020 Cash paid for operating lease liabilities $ 8,830 $ 8,108 Operating lease ROU assets obtained in exchange for operating lease liabilities $ 5,491 $ 56,025 March 31, 2021 March 31, 2020 Weighted average remaining lease term (in years) 9.6 10.2 Weighted average discount rate 7.1 % 7.1 % As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Years Ending March 31, 2022 $ 13,386 2023 11,814 2024 11,718 2025 9,734 2026 8,617 Thereafter 51,674 Total lease payments 106,943 Less: present value adjustment (29,348 ) Less: tenant improvement allowance (2,898 ) Total $ 74,697 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 16—Defined Contribution Plan The Company and certain of its subsidiaries sponsor defined contribution plans pursuant to Section 401(k) of the U.S. Internal Revenue Code. Employee contributions are voluntary and subject to the maximum allowable under federal tax regulations. For the years ended March 31, 2021 and 2020, the Company recorded total expense for employer matching contributions of $1.7 million and $1.7 million, respectively. |
Other Expense, Net
Other Expense, Net | 12 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Note 17—Other Expense, Net Other expense, net from continuing operations was as follows (in thousands): Years Ended March 31, 2021 2020 Loss from equity method investment $ 3,750 $ 21,386 Interest income (1,418 ) (17,990 ) Interest expense 2,809 7,683 Other expense 3,560 2,543 Total $ 8,701 $ 13,622 |
Earnings per Common Share
Earnings per Common Share | 12 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Note 18—Earnings per Common Share The computations of the numerator to derive the basic and diluted earnings per share amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands): Years Ended March 31, 2021 2020 Loss from continuing operations, net of tax $ (900,233 ) $ (568,110 ) Net loss from continuing operations, net of tax, attributable to noncontrolling interest (90,999 ) (48,716 ) Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. (809,234 ) (519,394 ) Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1) — (77,777 ) Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. $ (809,234 ) $ (597,171 ) Income from discontinued operations, net of tax $ — $ 1,578,426 Net loss from discontinued operations, net of tax, attributable to noncontrolling interest — (141,477 ) Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd. $ — $ 1,719,903 Basic and diluted income from discontinued operations, net of tax $ — $ 1,719,903 Basic and diluted net (loss) income attributable to Roivant Sciences $ (809,234 ) $ 1,122,732 (1) Consideration paid in excess of carrying value for the repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock of $77.8 million is considered a deemed dividend and, for purposes of calculating net loss per share, increases the loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. for the year ended March 31, 2020. See Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest.” Basic net (loss) income per common share is computed by dividing net (loss) income attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net (loss) income 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. For periods of loss from continuing operations, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. 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 loss from continuing operations. Refer to Note 11, “Share-Based Compensation” and Note 5, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Basis of Presentation | (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 audited consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 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 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 consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its 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. Additionally, the Company concluded that the disposition of RSL’s ownership interests in Myovant Sciences Ltd. (“Myovant”), Urovant Sciences Ltd. (“Urovant”), Enzyvant Therapeutics Ltd. (“Enzyvant”), Altavant Sciences Ltd. (“Altavant”), and Spirovant Sciences Ltd. (“Spirovant”) (collectively, the “Sumitovant Vants”), pursuant to the transaction agreement entered into with Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) on October 31, 2019 (the “Sumitomo Transaction Agreement”) that closed on December 27, 2019 (the “Sumitomo Transaction”), met the requirements to be presented as discontinued operations. As such, results relating to the transferred interests prior to disposition are classified as discontinued operations in prior period consolidated financial statements. See Note 5, “Sumitomo Transaction Agreement” and Note 6, “Discontinued Operations” for further discussion. Certain prior year amounts were reclassified to conform to current year presentation. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. | ||
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. Additionally, the Company assessed the impact that the COVID-19 COVID-19 | ||
Concentration of Credit Risk | (D) Concentrations of Credit Risk 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. | ||
Income Taxes | (L) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company’s deferred tax assets will be realizable. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. | ||
Recent Accounting Pronouncements | (Q) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13”), No. 2016-13 available-for-sale No. 2016-13 No. 2016-13 | ||
Risks and Uncertainties | (C) Risks and Uncertainties 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, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. | ||
Cash, Cash Equivalents, and Restricted Cash | (E) 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. Restricted cash classified as a current asset consists of the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted non-interest Cash as reported in the accompanying consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying consolidated balance sheets as follows (in thousands): March 31, 2021 March 31, 2020 Cash and cash equivalents $ 2,055,044 $ 2,183,207 Restricted cash 86,632 86,045 Cash, cash equivalents and restricted cash $ 2,141,676 $ 2,269,252 | ||
Trade Receivables, Net | (F) Trade Receivables, Net The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of March 31, 2021 and 2020. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets. | ||
Contingencies | (G) 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. | ||
Property and Equipment | (H) Property and Equipment Property and equipment, consisting primarily of computers, equipment, furniture and fixtures, software, and leasehold improvements, is recorded at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets once the asset has been placed in service. Leasehold improvements are amortized using the straight-line method over the estimated useful life or remaining lease term, whichever is shorter. The following table provides the range of estimated useful lives used for each asset type: Property and Equipment Estimated Useful Life Computers 3 years Equipment 5 years Furniture and fixtures 7 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. | ||
Investments | (I) Investments For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense, net” on the consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Investments in equity securities may also 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, “Investments.” | ||
Research and Development Expenses | (J) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as R&D. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. R&D costs primarily consist of the intellectual property and R&D materials acquired and expenses from third parties who conduct R&D activities on behalf of the Company. The Company evaluates in-licensed in-process in-licensed | ||
General and Administrative Expenses | (K) General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of employee-related expenses for G&A personnel, including those responsible for the identification and acquisition or in-license in-license | ||
Share-Based Compensation | (M) Share-Based Compensation Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method. The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for pre-vesting As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares for RSL and private Vants. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercises reasonable judgment and considers numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considers factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions, the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions. | ||
Fair Value Measurements | (N) 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 • Level 2-Valuations • Level 3-Valuations 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 Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long term debt. The shares of Arbutus and Sio 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 Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The liability instruments issued, including the Sumitomo Options, are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. 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. | ||
Foreign Currency | (O) Foreign Currency Assets and liabilities of foreign operations are translated using exchange rates in effect at the balance sheet date and their results of operations are translated using average exchange rates for the year. Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Adjustments resulting from the translation of the financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of shareholders’ equity. Foreign exchange transaction gains and losses are included in “Other expense, net” in the Company’s statements of operations. | ||
Revenue Recognition | (P) Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below. • Licenses of intellectual property: non-refundable, non-refundable, • Milestone payments: re-evaluates catch-up • Royalties and commercial milestone payments: pre-specified Revenue is also generated by certain technology-focused Vants from subscription and service-based fees recognized for the use of certain technology developed by these Vants. Subscription revenue is recognized ratably over the contract period. | ||
Recently Issued Accounting Pronouncements Not Yet Adopted | (R) Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): No. 2020-06”). No. 2020-06 No. 2020-06 No. 2020-06 No. 2020-06 | ||
Montes Archimedes Acquisition Corp. | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. | Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from July 6, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act. with a maturity of 185 days or less. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. and any investments held in Trust Account. As of December 31, 2020. the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. The future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 36,277,487 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 34,375,578 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 30,750,277 warrants issued in connection with its Initial Public Offering (20,535,912) and Private Placement (10,214,365) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued 20,535,912 warrants in connection with the Initial Public Offering (the “Public Warrants”) 10,214,365 warrants in a Private Placement Placement (the “Private Placement Warrants”). These warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | |
Net Income (Loss) Per Common Share | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class Net income per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income per common share: For the Three Months Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 82,038 Less: Company’s portion available to be withdrawn to pay taxes (60,788 ) Net income attributable $ 21,250 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,396,710 Basic and diluted net income per share $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net gain $ 19,019,100 Less: Net income allocable to Class A common stock subject to possible redemption (21,250 ) Non-redeemable $ 18,997,850 Denominator: weighted average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 16,943,069 Basic and diluted net income per share, Non-redeemable $ 1.12 | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Period Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in trust Account $ 71,296 Less: Company’s portion available to be withdrawn to pay taxes $ (71,296 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,386,548 Basic and diluted net income per share $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (10,774,318 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable $ (10,774,318 ) Denominator: weighted average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 13,324,191 Basic and diluted net loss per share, Non-redeemable $ (0.81 ) | |
Recent Accounting Pronouncements | Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Montes Archimedes Acquisition Corp. | |
Schedule of restatement on the balance sheets and statements of operations | The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 412,780,872 $ — $ 412,780,872 Liabilities and stockholders’ equity Total current liabilities $ 552,723 $ — $ 552,723 Deferred underwriting commissions 14,375,138 — 14,375,138 Derivative warrant liabilities — 49,097,230 49,097,230 Total liabilities 14,927,861 49,097,230 64,025,091 Class A common stock, $0.0001 par value; shares subject to possible redemption 392,853,010 (49,097,230 ) 343,755,780 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock—$0.0001 par value 179 491 670 Class B common stock—$0.0001 par value 1,027 — 1.027 Additional paid-in-capital 5,385,198 10,387,424 15,772,622 Accumulated deficit (386,403 ) (10,387,915 ) (10,774,318 ) Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity $ 412,780,872 $ — $ 412,780,872 Period From July 6, 2020 (Inception) Through As Previously Restatement As Restated Statement of Operations Loss from operations $ (454,875 ) $ — $ (454,875 ) Other (expense) income: Financing costs—derivative warrant liabilities — (6,800,025 ) (6,800,025 ) Change in fair value of derivative warrant liabilities — (3,587,890 ) (3,587,890 ) Interest earned on marketable securities held in Trust Account 79,568 — 79,568 Unrealized gain on marketable securtities held in Trust Account 5,613 — 5,613 Total other (expense) income 85,181 (10,387,915 ) (10,302,734 ) Income tax expense 16,709 — 16,709 Net loss $ (386,403 ) $ (10,387,915 ) $ (10,774,318 ) Weighted average shares outstanding of common stock subject to redemption, basic and diluted 38,896,852 (4,510,304 ) 34.386,548 Basic and diluted net loss per share, common stock subject to redemption $ — $ — $ — Weighted average shares outstanding of common stock, basic and diluted 10,985,515 2,338,676 13,324,191 Basic and diluted net loss per share, common stock $ (0.04 ) $ (0.77 ) $ (0.81 ) Table of Contents Period From July 6, 2020 (Inception) Through As Previously Reported Restatement As Restated Statement of Cash Flows Net cash used in operating activities (248,954 ) — (248,954 ) Net cash used in investing activities (410,718,230 ) — (410,718,230 ) Net cash provided by financing activities 412,663,675 — 412,663,675 Net change in cash $ 1,696,491 $ — $ 1,696,491 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Schedule of basic and diluted per share of common stock | The computations of the numerator to derive the basic and diluted earnings per share amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands): Years Ended March 31, 2021 2020 Loss from continuing operations, net of tax $ (900,233 ) $ (568,110 ) Net loss from continuing operations, net of tax, attributable to noncontrolling interest (90,999 ) (48,716 ) Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. (809,234 ) (519,394 ) Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1) — (77,777 ) Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. $ (809,234 ) $ (597,171 ) Income from discontinued operations, net of tax $ — $ 1,578,426 Net loss from discontinued operations, net of tax, attributable to noncontrolling interest — (141,477 ) Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd. $ — $ 1,719,903 Basic and diluted income from discontinued operations, net of tax $ — $ 1,719,903 Basic and diluted net (loss) income attributable to Roivant Sciences $ (809,234 ) $ 1,122,732 (1) Consideration paid in excess of carrying value for the repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock of $77.8 million is considered a deemed dividend and, for purposes of calculating net loss per share, increases the loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. for the year ended March 31, 2020. See Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest.” | ||
Montes Archimedes Acquisition Corp. | |||
Schedule of basic and diluted per share of common stock | The following table reflects the calculation of basic and diluted net income per common share: For the Three Months Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 82,038 Less: Company’s portion available to be withdrawn to pay taxes (60,788 ) Net income attributable $ 21,250 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,396,710 Basic and diluted net income per share $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net gain $ 19,019,100 Less: Net income allocable to Class A common stock subject to possible redemption (21,250 ) Non-redeemable $ 18,997,850 Denominator: weighted average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 16,943,069 Basic and diluted net income per share, Non-redeemable $ 1.12 | The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Period Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in trust Account $ 71,296 Less: Company’s portion available to be withdrawn to pay taxes $ (71,296 ) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,386,548 Basic and diluted net income per share $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (10,774,318 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable $ (10,774,318 ) Denominator: weighted average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 13,324,191 Basic and diluted net loss per share, Non-redeemable $ (0.81 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Schedule of Assets and Liabilities Measured at Fair Value on a 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 March 31, 2021 and 2020, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 As of March 31, 2020 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,420,597 $ — $ — $ 1,420,597 $ 1,874,662 $ — $ — $ 1,874,662 Investment in Sio common shares 48,487 — — 48,487 45,329 — — 45,329 Investment in Arbutus common shares 53,325 — — 53,325 16,174 — — 16,174 Investment in Arbutus convertible preferred shares — 76,037 — 76,037 — 23,062 — 23,062 Other investments 11,129 — — 11,129 8,880 — — 8,880 Total assets at fair value $ 1,533,538 $ 76,037 $ — $ 1,609,575 $ 1,945,045 $ 23,062 $ — $ 1,968,107 Liabilities: Debt held by Dermavant with NovaQuest $ — $ — $ 150,100 $ 150,100 $ — $ — $ 89,100 $ 89,100 Liability instruments measured at fair value — — 67,893 67,893 — — 102,373 102,373 Total liabilities at fair value $ — $ — $ 217,993 $ 217,993 $ — $ — $ 191,473 $ 191,473 | ||
Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement | The fair value of the options to acquire the Company’s interest in Dermavant, Genevant, Lysovant, Metavant, Cytovant Parent, and Sinovant (collectively, the “Option Vants”) granted to Sumitomo under the Sumitomo Transaction Agreement as of March 31, 2021 and 2020 was calculated using significant unobservable inputs including the following: Range or Point Estimate Used Input As of March 31, 2021 As of March 31, 2020 Time to expiration (in years) 3.59 0.49 - 4.59 Risk-free rate 0.52% 0.15% - 0.35% Volatility 89.0% - 95.0% 91.0% - 110.0% | ||
Schedule of change in the fair value of the derivative warrant liabilities | The changes in fair value of the Level 3 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2019 $ 103,628 Issuance of liability instruments measured at fair value 101,567 Changes in fair value of debt and liability instruments, included in net loss (13,722 ) Balance at March 31, 2020 191,473 Changes in fair value of debt and liability instruments, included in net loss 29,845 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at March 31, 2021 $ 217,993 | ||
Montes Archimedes Acquisition Corp. | |||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of March 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Significant Other (Level 3) Assets: Investment held in Trust Account U.S. Treasury securties maturing on April 8, 2021 $ 410,790,002 $ — $ — Cash 994 — — Liabilities: Derivative warrant liabilities—public warrants 17,455,520 — — Derivative warrant liabilities—private warrants — — 8,682,210 Total Fair Value $ 428,246,515 $ — $ 8,682,210 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investment held in Trust Account U.S. Treasury securties maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash 289 — — Liabilities: Derivative warrant liabilities—public warrants 32,652,100 — — Derivative warrant liabilities—private warrants — — 16,445,130 Total Fair Value $ 443,455,511 $ — $ 16,445,130 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices (Level 1) Significant Other (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Marketable Securities held in Trust Accounting: U.S. Treasury securities maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash $ 289 — — $ 410,803,411 $ — $ — Liabilities: Derivative warrant liabilities $ 32,652,100 $ — $ 16,445,130 | |
Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of March 31, 2021 Exercise price $ 11.50 Stock Price $ 9.78 Volatility 14.9 % Risk-free rate 1.01 % Dividend yield 0.0 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of October 9, Volatility 22.5 % Expected date of Business Combination Mar-21 Risk-free rate 0.39 % Dividend yield 0.0 % | |
Schedule of change in the fair value of the derivative warrant liabilities | The change in the fair value of the level 3 derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 16,445,130 Change in fair value of derivative warrant liabilities (7,762,920 ) Derivative warrant liabilities at March 31, 2021 $ 8,682,210 | The change in the fair value of the derivative warrant liabilities for the period from July 6, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at July 6, 2020 (inception) $ — Issuance of Public and Private Placement Warrants 45,509,340 Change in fair value of derivative warrant liabilities 3,587,890 Derivative warrant liabilities at December 31, 2020 $ 49,097,230 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2021 | |
Schedule of Company's net deferred tax assets | Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands): March 31, 2021 March 31, 2020 Deferred tax assets Research tax credits $ 19,063 $ 6,303 Intangible assets 50,564 43,626 Net operating loss 202,906 116,619 Share-based compensation 26,623 18,413 Lease liabilities 16,638 17,194 Other 7,303 7,060 Subtotal 323,097 209,215 Valuation allowance (303,287 ) (187,831 ) Deferred tax liabilities Depreciation (1,214 ) (1,833 ) Right-of-use (13,908 ) (15,409 ) Other (4,688 ) (4,142 ) Total deferred tax assets (liabilities) $ — $ — | |
Reconciliation of Federal Statutory Income Taxes Rate | A reconciliation of income tax provision/(benefit) computed at the Bermuda statutory rate to income tax expense reflected in the consolidated financial statements is as follows (in thousands, except percentages): Year Ended March 31, Year Ended Income tax benefit at Bermuda statutory rate $ — — % $ — — % Foreign rate differential (1) (150,778 ) 16.78 % (74,922 ) 13.36 % Permanent disallowed IPR&D 111,432 (12.40 )% — — % Nondeductible changes in the fair value of investments and loss from equity method investment (22,472 ) 2.50 % 20,840 (3.72 )% Nontaxable (loss) gain on deconsolidation of business (16,438 ) 1.83 % 29,041 (5.18 )% Permanent adjustments 2,923 (0.33 )% (20,395 ) 3.64 % R&D tax credits (10,555 ) 1.17 % (5,990 ) 1.07 % Rate changes 2,443 (0.27 )% (29,238 ) 5.21 % Valuation allowance 85,046 (9.46 )% 87,677 (15.63 )% Other 85 (0.01 )% 111 (0.02 )% Total income tax expense $ 1,686 (0.19 )% $ 7,124 (1.27 )% (1) Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. | |
Schedule of Loss Before Income Taxes and Related Expense/(Benefit) | The loss before income taxes and the related expense/(benefit) are as follows (in thousands): Years Ended March 31, 2021 2020 Loss before income taxes: United States $ (212,921 ) $ (69,264 ) Switzerland (424,494 ) (355,422 ) Bermuda (227,471 ) (105,604 ) Other (1) (33,661 ) (30,696 ) Total loss before income taxes $ (898,547 ) $ (560,986 ) (1) Primarily Greater China and United Kingdom activity Years Ended March 31, 2021 2020 Current taxes: United States $ 1,365 $ 6,327 Switzerland — — Bermuda — — Other (1) 321 797 Total current tax expense $ 1,686 $ 7,124 Deferred taxes: United States $ — $ — Switzerland — — Bermuda — — Other (1) — — Total deferred tax benefit $ — $ — Total income tax expense $ 1,686 $ 7,124 (1) Primarily Greater China, United States state and local and United Kingdom activity | |
Montes Archimedes Acquisition Corp. | ||
Schedule of components of income tax provision (benefit) | The income tax provision (benefit) consists of the following: For the Current — Federal $ 16,709 State — Deferred Federal 94,345 State Valuation on allowance (94,345 ) Income tax provision $ 16,709 | |
Schedule of Company's net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization $ 95,524 Total deferred tax assets 95,524 Valuation allowance (94,345 ) Deferred tax asset, net of allowance $ 1,179 Deferred tax liabilities: Unrealized gain on marketable securities held in the Trust Account $ (1,179 ) Total deferred tax liabilities (1,179 ) Net Deferred tax assets/(liabilities), net of valuation allowance $ — | |
Reconciliation of Federal Statutory Income Taxes Rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (7.0 ) Financing Cost (13.3 ) Change in Valuation Allowance (0.9 )% Income Taxes Benefit (0.2 )% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash | Cash as reported in the accompanying consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying consolidated balance sheets as follows (in thousands): March 31, 2021 March 31, 2020 Cash and cash equivalents $ 2,055,044 $ 2,183,207 Restricted cash 86,632 86,045 Cash, cash equivalents and restricted cash $ 2,141,676 $ 2,269,252 |
Schedule of Estimated Useful Lives Used for Asset Type | The following table provides the range of estimated useful lives used for each asset type: Property and Equipment Estimated Useful Life Computers 3 years Equipment 5 years Furniture and fixtures 7 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary Of Disposal Groups Including Discontinued Operations Income Statement | The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands). Year Ended Operating expenses: Research and development $ 265,452 General and administrative 119,885 Total operating expenses 385,337 Loss from operations (385,337 ) Gain on sale of business (1,985,949 ) Interest income (2,305 ) Interest expense (1) 13,733 Other expense 8,866 Income from discontinued operations before income taxes 1,580,318 Income tax expense 1,892 Income from discontinued operations, net of tax $ 1,578,426 Loss from discontinued operations before income taxes attributable to noncontrolling interests $ (141,783 ) Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. 1,722,101 Income from discontinued operations before income taxes $ 1,580,318 (1) Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash |
Summary of Cash Flows from Discontinued Operations | The significant cash flow items from discontinued operations were as follows (in thousands): Year Ended Gain on sale of business $ (1,985,949 ) Share-based compensation $ 54,821 Acquired in-process $ 16,405 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Prepaid expenses $ 39,544 $ 16,344 Receivables for value added tax (VAT) paid 807 5,978 Note receivable — 5,000 Trade receivables, net 11,222 3,669 Income tax receivable 1,803 632 Other 874 2,140 Total other current assets $ 54,250 $ 33,763 |
Schedule of Accrued Expenses | Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Research and development expenses $ 20,755 $ 21,607 Compensation-related expenses 38,552 29,113 Professional services expenses 10,267 5,135 Other general and administrative expenses 7,362 12,766 Total accrued expenses $ 76,936 $ 68,621 |
Schedule of Other Current Liabilities | Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Deferred revenue $ 5,918 $ 3,621 Income tax payable 207 1,497 Other 3,037 234 Total other current liabilities $ 9,162 $ 5,352 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long term debt, net consists of the following (in thousands): March 31, 2021 March 31, 2020 Principal amount $ 171,490 $ 110,490 Less: unamortized debt discount and issuance costs (1,210 ) (1,898 ) Total debt, net 170,280 108,592 Less: current portion — — Total long term debt, net $ 170,280 $ 108,592 |
Schedule of Company's Annual Payments | Annual maturities, including the end of term charge, of debt outstanding as of March 31, 2021 are as follows (in thousands). Long term debt held by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable. Years Ending March 31, 2022 $ 3,129 2023 13,306 2024 4,955 2025 — 2026 — Thereafter — Total $ 21,390 |
Shareholders' Equity and Rede_2
Shareholders' Equity and Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity and Redeemable Non-Controlling Interest | A summary of payments made during the year ended March 31, 2020 relating to the purchase of equity securities by the Company is as follows (in thousands): Cash Payment Common stock $ 950,722 Other equity instruments 39,292 Total cash paid $ 990,014 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Schedule of Fair Value Assumptions | The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Years Ended March 31, Assumptions 2021 2020 Expected stock price volatility 74.84 % 66.47 % Expected risk free interest rate 0.43 % 2.27 % Expected term, in years 6.25 6.72 Expected dividend yield — % — % |
Summary of Stock Option Activity | A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Stock options outstanding at March 31, 2020 8,176,814 $ 24.52 $ 16.53 7.93 Granted 1,482,604 $ 38.71 $ 25.37 Forfeited/Canceled (270,047 ) $ 29.89 $ 19.85 Stock options outstanding at March 31, 2021 9,389,371 $ 26.61 $ 17.90 7.26 Stock options exercisable at March 31, 2021 5,533,848 $ 21.52 $ 14.95 6.49 |
Summary of Fair Value of Vested Stock Option | Additional information regarding stock options is set forth below (in thousands, except per share data). Years Ended March 31, 2021 2020 Grant date fair value of stock options vested $ 25,711 $ 33,789 Weighted-average grant date fair value per share of stock options granted $ 25.37 $ 20.63 |
Summary of Restricted Stock Units | A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Weighted Average Non-vested 1,008,175 $ 32.50 Granted 1,454,199 $ 39.19 Forfeited (169,636 ) $ 36.36 Non-vested 2,292,738 $ 36.53 |
Summary of Share-Based Compensation Expense | Share-based compensation expense from continuing operations was as follows (in thousands): Years Ended 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 22,637 $ 7,738 G&A expenses 62,321 60,013 Total $ 84,958 $ 67,751 |
Performance Options [Member] | |
Schedule of Fair Value Assumptions | The Company estimated the fair value of each Performance Option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, Assumptions 2020 Expected stock price volatility 73.60 % Expected risk free interest rate 0.62 % Expected term 6 years Expected dividend yield — % |
Summary of Stock Option Activity | A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Performance Options outstanding at March 31, 2020 14,518,870 $ 38.97 $ 23.78 6.00 Granted — $ — $ — Forfeited (93,207 ) $ 46.38 $ 22.18 Performance Options outstanding at March 31, 2021 14,425,663 $ 38.93 $ 23.42 5.00 |
CVARs [Member] | |
Summary of Restricted Stock Units | A summary of CVARs under the RSL 2015 EIP is as follows: Number of CVARs Weighted Average Non-vested 11,088,658 $ 2.07 Granted — $ — Forfeited — $ — Non-vested 11,088,658 $ 2.07 |
Performance RSU [Member] | |
Summary of Restricted Stock Units | A summary of pRSU activity under the pRSU Plan is as follows: Number of Weighted Average Non-vested 266,845 $ 13.92 Granted — $ — Forfeited (66,845 ) $ 13.92 Non-vested 200,000 $ 13.92 |
RSL Common Share Award | |
Summary of Stock Option Activity | A summary of RSL restricted common stock activity as of March 31, 2021 is as follows: Number of Weighted Average Non-vested — $ — Granted 587,824 $ 38.50 Vested — $ — Forfeited — $ — Non-vested 587,824 $ 38.50 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | The components of operating lease expense for the Company were as follows (in thousands): Years Ended March 31, 2021 2020 Operating lease cost $ 11,931 $ 11,515 Short-term lease cost 237 872 Variable lease cost 704 379 Total operating lease cost $ 12,872 $ 12,766 |
Summary of Operating Lease ROU Assets and Operating Lease Liabilities | Information related to the Company’s operating lease ROU assets and operating lease liabilities was as follows (in thousands, except periods and percentages): During the Year 2021 2020 Cash paid for operating lease liabilities $ 8,830 $ 8,108 Operating lease ROU assets obtained in exchange for operating lease liabilities $ 5,491 $ 56,025 March 31, 2021 March 31, 2020 Weighted average remaining lease term (in years) 9.6 10.2 Weighted average discount rate 7.1 % 7.1 % |
Schedule of Maturities of Operating Lease Liabilities | As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Years Ending March 31, 2022 $ 13,386 2023 11,814 2024 11,718 2025 9,734 2026 8,617 Thereafter 51,674 Total lease payments 106,943 Less: present value adjustment (29,348 ) Less: tenant improvement allowance (2,898 ) Total $ 74,697 |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Summary of Other Expense, Net From Continuing Operations | Other expense, net from continuing operations was as follows (in thousands): Years Ended March 31, 2021 2020 Loss from equity method investment $ 3,750 $ 21,386 Interest income (1,418 ) (17,990 ) Interest expense 2,809 7,683 Other expense 3,560 2,543 Total $ 8,701 $ 13,622 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) | Nov. 12, 2020USD ($)shares | Oct. 09, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($) | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Offering cost paid | $ 286,000 | $ 3,082,000 | |||||
Montes Archimedes Acquisition Corp. | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Revenues | $ 0 | $ 0 | |||||
Gross proceeds | $ 10,700,000 | ||||||
Offering cost paid | 576,000 | 8,797,978 | |||||
Deferred underwriting commissions | 375,000 | ||||||
Reimbursement of offering costs from underwriters | $ 14,000 | $ 4,877 | $ 529,057 | ||||
Maximum shares subject to forfeiture | shares | 1,071,823 | ||||||
Proceeds from IPO and Private Placement placed in a Trust Account | $ 410,700,000 | ||||||
Proceeds per unit from IPO and Private Placement placed in a Trust Account | $ / shares | $ 10 | ||||||
Threshold business days prior to Initial Business Combination for redemption of public shares | 2 days | 2 days | |||||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | 24 months | |||||
Threshold trading days to redeem the shares | 10 days | 10 days | |||||
Cash | $ 1,463,385 | $ 1,696,491 | 1,463,385 | ||||
Working capital | $ 2,434,000 | 1,500,000 | 2,434,000 | ||||
Interest income from Trust Account which may be used to pay taxes | 105,000 | ||||||
Repayment of note payable to related party | 200,000 | ||||||
Fixed exchange ratio | 2.9262 | ||||||
Montes Archimedes Acquisition Corp. | Founder Shares | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | $ 25,000 | |||||
Montes Archimedes Acquisition Corp. | Related Party Loans | Working Capital Loans | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Loan amount outstanding | $ 0 | $ 0 | $ 0 | ||||
Montes Archimedes Acquisition Corp. | Sponsor | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Exchange Ratio | 1 | 1 | |||||
Montes Archimedes Acquisition Corp. | Sponsor | Related Party Loans | Promissory Note | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Repayment of note payable to related party | $ 200,000 | ||||||
Loan amount outstanding | $ 200,000 | $ 200,000 | |||||
Montes Archimedes Acquisition Corp. | Class A common stock | Sponsor | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 10.00% | ||||||
Exchange Ratio | 0.95 | 0.95 | |||||
Montes Archimedes Acquisition Corp. | Class A common stock | Sponsor | Minimum | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Exchange Ratio | 0.75 | 0.75 | |||||
Montes Archimedes Acquisition Corp. | IPO | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Sale of units in initial public offering, gross (in shares) | shares | 40,000,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Gross proceeds | $ 400,000,000 | ||||||
Offering cost paid | 22,100,000 | ||||||
Deferred underwriting commissions | 14,000,000 | ||||||
Reimbursement of offering costs from underwriters | $ 520,000 | ||||||
Percentage of aggregate fair market value of assets | 80.00% | 80.00% | |||||
Ownership interest to be acquired on post-transaction company | 50.00% | 50.00% | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | $ 5,000,001 | |||||
Per share value of residual assets in trust account | $ / shares | $ 10 | $ 10 | |||||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | 15.00% | |||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | 100.00% | |||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | 25,000 | ||||||
Montes Archimedes Acquisition Corp. | IPO | Related Party Loans | Working Capital Loans | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Loan amount outstanding | $ 0 | $ 0 | |||||
Montes Archimedes Acquisition Corp. | Private Placement | Sponsor | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Price per share | $ / shares | $ 1 | ||||||
Gross proceeds | $ 214,000 | $ 10,000,000 | |||||
Number of warrants issued | shares | 214,365 | 10,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Balance Sheet (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 05, 2020 | Mar. 31, 2020 |
Restatement of Previously Issued Financial Statements | ||||
Total assets | $ 2,589,692,000 | $ 2,477,051,000 | ||
Liabilities and stockholders' equity | ||||
Total current liabilities | 218,961,000 | 92,118,000 | ||
Total liabilities | 527,687,000 | 368,356,000 | ||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | 0 | 0 | ||
Additional paid-in-capital | 3,814,805,000 | 3,143,739,000 | ||
Accumulated deficit | (1,918,462,000) | (1,109,228,000) | ||
Shareholders' equity attributable to Roivant Sciences Ltd. | 1,797,788,000 | 2,032,162,000 | ||
Total liabilities and stockholders' equity | 2,589,692,000 | $ 2,477,051,000 | ||
Montes Archimedes Acquisition Corp. | ||||
Restatement of Previously Issued Financial Statements | ||||
Total assets | 412,490,902 | $ 412,780,872 | ||
Liabilities and stockholders' equity | ||||
Total current liabilities | 4,203,154 | 552,723 | ||
Deferred underwriting commissions | 14,375,138 | 14,375,138 | ||
Derivative warrant liabilities | 26,137,730 | 49,097,230 | ||
Total liabilities | 44,716,022 | 64,025,091 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 362,774,870 | 343,755,780 | ||
Stockholders' equity | ||||
Preferred stock- $0.0001 par value | 0 | |||
Additional paid-in-capital | 0 | 15,772,622 | ||
Accumulated deficit | 4,998,504 | (10,774,318) | ||
Shareholders' equity attributable to Roivant Sciences Ltd. | 5,000,010 | 5,000,001 | $ 0 | |
Total liabilities and stockholders' equity | 412,490,902 | 412,780,872 | ||
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | ||||
Restatement of Previously Issued Financial Statements | ||||
Total assets | 412,780,872 | |||
Liabilities and stockholders' equity | ||||
Total current liabilities | 552,723 | |||
Deferred underwriting commissions | 14,375,138 | |||
Derivative warrant liabilities | 49,097,230 | |||
Total liabilities | 64,025,091 | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 343,755,780 | |||
Stockholders' equity | ||||
Preferred stock- $0.0001 par value | ||||
Additional paid-in-capital | 15,772,622 | |||
Accumulated deficit | (10,774,318) | |||
Shareholders' equity attributable to Roivant Sciences Ltd. | 5,000,001 | |||
Total liabilities and stockholders' equity | 412,780,872 | |||
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | As Previously Reported | ||||
Restatement of Previously Issued Financial Statements | ||||
Total assets | 412,780,872 | |||
Liabilities and stockholders' equity | ||||
Total current liabilities | 552,723 | |||
Deferred underwriting commissions | 14,375,138 | |||
Total liabilities | 14,927,861 | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 392,853,010 | |||
Stockholders' equity | ||||
Preferred stock- $0.0001 par value | ||||
Additional paid-in-capital | 5,385,198 | |||
Accumulated deficit | (386,403) | |||
Shareholders' equity attributable to Roivant Sciences Ltd. | 5,000,001 | |||
Total liabilities and stockholders' equity | 412,780,872 | |||
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | Restatement Adjustment | ||||
Liabilities and stockholders' equity | ||||
Derivative warrant liabilities | 49,097,230 | |||
Total liabilities | 49,097,230 | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (49,097,230) | |||
Stockholders' equity | ||||
Preferred stock- $0.0001 par value | ||||
Additional paid-in-capital | 10,387,424 | |||
Accumulated deficit | (10,387,915) | |||
Montes Archimedes Acquisition Corp. | Class A common stock | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | 479 | 670 | ||
Montes Archimedes Acquisition Corp. | Class A common stock | Restatement of warrants as derivative liabilities | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | 670 | |||
Montes Archimedes Acquisition Corp. | Class A common stock | Restatement of warrants as derivative liabilities | As Previously Reported | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | 179 | |||
Montes Archimedes Acquisition Corp. | Class A common stock | Restatement of warrants as derivative liabilities | Restatement Adjustment | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | 491 | |||
Montes Archimedes Acquisition Corp. | Class B common stock | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | $ 1,027 | 1,027 | ||
Montes Archimedes Acquisition Corp. | Class B common stock | Restatement of warrants as derivative liabilities | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | 1,027 | |||
Montes Archimedes Acquisition Corp. | Class B common stock | Restatement of warrants as derivative liabilities | As Previously Reported | ||||
Stockholders' equity | ||||
Class A common stock-$0.0001 par value | $ 1,027 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Balance Sheet (Parenthetical) (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Restatement of Previously Issued Financial Statements | |||
Common stock, par value | $ 0.00 | $ 0.00 | |
Montes Archimedes Acquisition Corp. | |||
Restatement of Previously Issued Financial Statements | |||
Common stock subject to possible redemption, par value | 0.0001 | $ 0.0001 | |
Preferred stock, par value | 0.0001 | 0.0001 | |
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | |||
Restatement of Previously Issued Financial Statements | |||
Preferred stock, par value | 0.0001 | ||
Class A common stock | Montes Archimedes Acquisition Corp. | |||
Restatement of Previously Issued Financial Statements | |||
Common stock, par value | 0.0001 | 0.0001 | |
Class A common stock | Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | |||
Restatement of Previously Issued Financial Statements | |||
Common stock subject to possible redemption, par value | 0.0001 | ||
Common stock, par value | 0.0001 | ||
Class B common stock | Montes Archimedes Acquisition Corp. | |||
Restatement of Previously Issued Financial Statements | |||
Common stock, par value | $ 0.0001 | 0.0001 | |
Class B common stock | Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | |||
Restatement of Previously Issued Financial Statements | |||
Common stock, par value | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statement of Operations (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Restatement of Previously Issued Financial Statements | ||||
Loss from operations | $ (1,070,898,000) | $ (532,425,000) | ||
Other (expense) income: | ||||
Total other (expense) income | (8,701,000) | (13,622,000) | ||
Income tax expense | 1,686,000 | 7,124,000 | ||
Net (loss) income attributable to Roivant Sciences Ltd. | $ (809,234,000) | $ 1,200,509,000 | ||
Basic and diluted net loss per share, common stock | $ (3.76) | $ 5.13 | ||
Montes Archimedes Acquisition Corp. | ||||
Restatement of Previously Issued Financial Statements | ||||
Loss from operations | $ (4,013,773) | $ (454,875) | ||
Other (expense) income: | ||||
Financing costs-derivative warrant liabilities | (6,800,025) | |||
Change in fair value of derivative warrant liabilities | 22,959,500 | (3,587,890) | ||
Interest earned on marketable securities held in Trust Account | 92,877 | 79,568 | ||
Unrealized gain on marketable securtities held in Trust Account | 5,613 | |||
Income tax expense | 19,504 | 16,709 | ||
Net (loss) income attributable to Roivant Sciences Ltd. | $ 19,019,100 | $ (10,774,318) | ||
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | 34,396,710 | 34,386,548 | ||
Weighted average shares outstanding of common stock, basic and diluted | 16,943,069 | 13,324,191 | ||
Basic and diluted net loss per share, common stock | $ 1.12 | $ (0.81) | ||
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | ||||
Restatement of Previously Issued Financial Statements | ||||
Loss from operations | $ (454,875) | |||
Other (expense) income: | ||||
Financing costs-derivative warrant liabilities | (6,800,025) | |||
Change in fair value of derivative warrant liabilities | (3,587,890) | |||
Interest earned on marketable securities held in Trust Account | 79,568 | |||
Unrealized gain on marketable securtities held in Trust Account | 5,613 | |||
Total other (expense) income | (10,302,734) | |||
Income tax expense | 16,709 | |||
Net (loss) income attributable to Roivant Sciences Ltd. | $ (10,774,318) | |||
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | 34,386,548 | |||
Weighted average shares outstanding of common stock, basic and diluted | 13,324,191 | |||
Basic and diluted net loss per share, common stock | $ (0.81) | |||
Montes Archimedes Acquisition Corp. | As Previously Reported | ||||
Restatement of Previously Issued Financial Statements | ||||
Loss from operations | $ (454,875) | |||
Other (expense) income: | ||||
Interest earned on marketable securities held in Trust Account | 79,568 | |||
Unrealized gain on marketable securtities held in Trust Account | 5,613 | |||
Total other (expense) income | 85,181 | |||
Income tax expense | 16,709 | |||
Net (loss) income attributable to Roivant Sciences Ltd. | $ (386,403) | |||
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | 38,896,852 | |||
Weighted average shares outstanding of common stock, basic and diluted | 10,985,515 | |||
Basic and diluted net loss per share, common stock | $ (0.04) | |||
Montes Archimedes Acquisition Corp. | Restatement Adjustment | Restatement of warrants as derivative liabilities | ||||
Other (expense) income: | ||||
Financing costs-derivative warrant liabilities | $ (6,800,025) | |||
Change in fair value of derivative warrant liabilities | (3,587,890) | |||
Total other (expense) income | (10,387,915) | |||
Net (loss) income attributable to Roivant Sciences Ltd. | $ (10,387,915) | |||
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | (4,510,304) | |||
Weighted average shares outstanding of common stock, basic and diluted | 2,338,676 | |||
Basic and diluted net loss per share, common stock | $ (0.77) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Statement Of Cash Flow (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Restatement of Previously Issued Financial Statements | ||||
Net cash used in operating activities | $ (552,138,000) | $ (758,750,000) | ||
Net cash used in investing activities | (31,702,000) | 1,694,790,000 | ||
Net cash provided by financing activities | 456,264,000 | 214,081,000 | ||
Net change in cash | $ (127,576,000) | $ 1,150,121,000 | ||
Montes Archimedes Acquisition Corp. | ||||
Restatement of Previously Issued Financial Statements | ||||
Net cash used in operating activities | $ (237,983) | $ (248,954) | ||
Net cash used in investing activities | (410,718,230) | |||
Net cash provided by financing activities | 4,877 | 412,663,675 | ||
Net change in cash | $ (233,106) | 1,696,491 | ||
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | ||||
Restatement of Previously Issued Financial Statements | ||||
Net cash used in operating activities | (248,954) | |||
Net cash used in investing activities | (410,718,230) | |||
Net cash provided by financing activities | 412,663,675 | |||
Net change in cash | 1,696,491 | |||
Montes Archimedes Acquisition Corp. | As Previously Reported | Restatement of warrants as derivative liabilities | ||||
Restatement of Previously Issued Financial Statements | ||||
Net cash used in operating activities | (248,954) | |||
Net cash used in investing activities | (410,718,230) | |||
Net cash provided by financing activities | 412,663,675 | |||
Net change in cash | $ 1,696,491 |
Restatement Of Previously Iss_7
Restatement Of Previously Issued Financial Statements - Additional Information (Detail) $ in Millions | Oct. 09, 2020USD ($) |
Montes Archimedes Acquisition Corp. | Restatement of warrants as derivative liabilities | |
Restatement of Previously Issued Financial Statements | |
Increase in derivative liabilities | $ 44.4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - Montes Archimedes Acquisition Corp. - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Accounting Policies [Line Items] | ||
Concentrations of credit risk, financial instruments | $ 250,000 | |
Shares subject to possible redemption | 36,277,487 | 34,375,578 |
Warrants issued | 30,750,277 | |
Number of anti-dilutive shares subject to forfeiture excluded from weighted-average shares calculation | 30,750,277 | 30,750,277 |
IPO | ||
Schedule Of Accounting Policies [Line Items] | ||
Warrants issued | 20,535,912 | 20,535,912 |
Private Placement | ||
Schedule Of Accounting Policies [Line Items] | ||
Warrants issued | 10,214,365 | 10,214,365 |
Class A common stock | ||
Schedule Of Accounting Policies [Line Items] | ||
Shares subject to possible redemption | 36,277,487 | 34,375,578 |
Warrants issued | 36,277,487 | 34,375,578 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: Net Loss minus Net Earnings | ||||
Net (loss) income | $ (809,234,000) | $ 1,200,509,000 | ||
Denominator: weighted average Non-redeemable common stock | ||||
Basic and diluted net income per share, Non-redeemable common stock | $ (3.76) | $ 5.13 | ||
Montes Archimedes Acquisition Corp. | ||||
Numerator: Earnings allocable to Common stock subject to possible redemption | ||||
Income from investments held in trust Account | $ 82,038 | $ 71,296 | ||
Less: Company's portion available to be withdrawn to pay taxes | (60,788) | $ (71,296) | ||
Net income attributable | $ 21,250 | |||
Denominator: Weighted average Class A common stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding | 34,396,710 | 34,386,548 | ||
Basic and diluted net income per share | $ 0 | |||
Numerator: Net Loss minus Net Earnings | ||||
Net (loss) income | $ 19,019,100 | $ (10,774,318) | ||
Less: Net income allocable to Class A common stock subject to possible redemption | 21,250 | |||
Non-redeemable net gain | $ 18,997,850 | $ (10,774,318) | ||
Denominator: weighted average Non-redeemable common stock | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 16,943,069 | 13,324,191 | ||
Basic and diluted net income per share, Non-redeemable common stock | $ 1.12 | $ (0.81) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Initial Public Offering Details [Line Items] | ||||||
Offering cost paid | $ 286,000 | $ 3,082,000 | ||||
Montes Archimedes Acquisition Corp. | ||||||
Initial Public Offering Details [Line Items] | ||||||
Gross proceeds | $ 10,700,000 | |||||
Offering cost paid | 576,000 | $ 8,797,978 | ||||
Reimbursement of offering costs from underwriters | $ 14,000 | $ 4,877 | $ 529,057 | |||
Maximum shares subject to forfeiture | 1,071,823 | |||||
Deferred underwriting commissions | $ 375,000 | |||||
Montes Archimedes Acquisition Corp. | Class A common stock | ||||||
Initial Public Offering Details [Line Items] | ||||||
Number of shares issuable per warrant (in shares) | 1 | |||||
Montes Archimedes Acquisition Corp. | Public Warrants | ||||||
Initial Public Offering Details [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | |||
Montes Archimedes Acquisition Corp. | Public Warrants | Class A common stock | ||||||
Initial Public Offering Details [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 10 | $ 10 | $ 10 | |||
Montes Archimedes Acquisition Corp. | IPO | ||||||
Initial Public Offering Details [Line Items] | ||||||
Gross proceeds | $ 400,000,000 | |||||
Offering cost paid | 22,100,000 | |||||
Reimbursement of offering costs from underwriters | 520,000 | |||||
Deferred underwriting commissions | $ 14,000,000 | |||||
Sale of units in initial public offering, gross (in shares) | 40,000,000 | |||||
Price per share | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares - Additional Information (Detail) - USD ($) | Nov. 20, 2020 | Oct. 09, 2020 | Oct. 06, 2020 | Jul. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 12, 2020 | Oct. 05, 2020 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||
Common stock, par value | $ 0.00 | $ 0.00 | |||||||
Common stock outstanding (in shares) | 222,669,799 | 214,879,058 | |||||||
Montes Archimedes Acquisition Corp. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum shares subject to forfeiture | 1,071,823 | ||||||||
Montes Archimedes Acquisition Corp. | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Number of shares surrendered by the Sponsor | 2,875,000 | ||||||||
Common stock outstanding (in shares) | 10,267,956 | 10,267,956 | |||||||
Maximum shares subject to forfeiture | 0 | ||||||||
Number of shares forfeited (in shares) | 1,232,044 | ||||||||
Montes Archimedes Acquisition Corp. | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | $ 25,000 | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | ||||||||
Montes Archimedes Acquisition Corp. | Founder Shares | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | ||||||||
Montes Archimedes Acquisition Corp. | Founder Shares | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock outstanding (in shares) | 11,500,000 | 14,375,000 | |||||||
Maximum shares subject to forfeiture | 1,500,000 | 1,500,000 | |||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | 20.00% | |||||||
Montes Archimedes Acquisition Corp. | Founder Shares | Class B common stock | Affiliate of Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 14,375,000 | ||||||||
Common stock, par value | $ 0.0001 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants - Additional Information (Detail) - Montes Archimedes Acquisition Corp. - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Gross proceeds | $ 10,700,000 | ||
Financing costs - derivative warrant liability | $ 6,800,025 | ||
Class A common stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issuable per warrant (in shares) | 1 | ||
Private Placement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Number of warrants to purchase the shares issued (in shares) | 214,365 | 10,000,000 | |
Price of warrants (in dollars per share) | $ 1 | ||
Proceeds from issuance of warrants | $ 10,000,000 | ||
Gross proceeds | $ 214,000 | $ 10,000,000 | |
Financing costs - derivative warrant liability | $ 5,100,000 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Private Placement | Class A common stock | |||
Related Party Transaction [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans and Administrative Services Agreement - Additional Information (Detail) - Montes Archimedes Acquisition Corp. - USD ($) | Oct. 09, 2020 | Jul. 23, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 07, 2020 |
Related Party Transaction [Line Items] | ||||||
Proceeds from related party loan | $ 200,000 | |||||
Repayment of loan | 200,000 | |||||
General and administrative expenses - related party | $ 30,000 | 28,065 | ||||
Related Party Loans | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum loans convertible into warrants | $ 1,500,000 | |||||
Conversion price per warrant | $ 1 | |||||
Loan amount outstanding | 0 | 0 | ||||
Related Party Loans | Sponsor | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Proceeds from related party loan | $ 200,000 | $ 200,000 | ||||
Repayment of loan | $ 200,000 | |||||
Loan amount outstanding | 200,000 | |||||
Administrative Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred | $ 28,065 | |||||
General and administrative expenses - related party | 30,000 | |||||
Accounts payable - related party outstanding | 0 | |||||
Administrative Services Agreement | Affiliate of Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly office space and administrative support expenses | $ 10,000 | $ 10,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Montes Archimedes Acquisition Corp. | Nov. 12, 2020USD ($) | Mar. 31, 2021USD ($)Item$ / shares | Dec. 31, 2020USD ($)Item$ / shares |
Maximum number of demands for registration of securities | Item | 3 | 3 | |
Cash underwriting discount per unit | $ / shares | $ 0.20 | $ 0.20 | |
Cash underwriting discount | $ 8,000,000 | $ 8,000,000 | |
Deferred underwriting commissions per unit | $ / shares | $ 0.35 | $ 0.35 | |
Deferred underwriting commissions | $ 375,000 | $ 14,000,000 | $ 14,000,000 |
Reimbursement of offering costs receivable from the underwriter (as a percent) | 0.13% | 0.13% | 0.13% |
Reimbursement of offering costs receivable from the underwriter | $ 14,000 | $ 520,000 | $ 520,000 |
Underwriter fees payable | $ 214,000 | ||
Due from underwriters | $ 0 | 4,877 | |
Over-allotment option | |||
Due from underwriters | $ 5,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - Montes Archimedes Acquisition Corp. - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Threshold trading days for calculating volume-weighted average price | 10 days | 10 days |
Closing of Initial Business Combination | ||
Class of Warrant or Right [Line Items] | ||
Newly Issued Price (in dollars per share) | $ 9.20 | $ 9.20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% |
Closing of Initial Business Combination | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Newly Issued Price (in dollars per share) | $ 18 | $ 18 |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Newly Issued Price (in dollars per share) | $ 10 | $ 10 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months | 12 months |
Threshold maximum period for registration statement to become effective after business combination | 60 days | 60 days |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Maximum redemption feature per warrant | 0.361 | 0.361 |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 100.00% | 100.00% |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 | $ 10 |
Redemption price per warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | 180.00% |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Threshold trading days for redemption of warrants | 30 days | 30 days |
Private Placement Warrants | Closing of Initial Business Combination | ||
Class of Warrant or Right [Line Items] | ||
Newly Issued Price (in dollars per share) | $ 18 | $ 18 |
Private Placement Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of warrants (in dollars per share) | 18 | 18 |
Redemption price per warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Threshold trading days for redemption of warrants | 20 days | 20 days |
Class A common stock | ||
Class of Warrant or Right [Line Items] | ||
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60.00% | 60.00% |
Class A common stock | Closing of Initial Business Combination | ||
Class of Warrant or Right [Line Items] | ||
Newly Issued Price (in dollars per share) | $ 9.20 | $ 9.20 |
Class A common stock | Redemption of Warrants when price per share of Class A common stock is less than $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days for redemption of warrants | 20 days | 20 days |
Class A common stock | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 10 | $ 10 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Nov. 20, 2020shares | Oct. 09, 2020USD ($) | Oct. 06, 2020shares | Jul. 23, 2020USD ($) | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 12, 2020shares | Oct. 05, 2020shares | Mar. 31, 2020$ / sharesshares |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.00 | $ 0.00 | |||||||
Common stock, shares outstanding | 222,669,799 | 214,879,058 | |||||||
Montes Archimedes Acquisition Corp. | |||||||||
Shares subject to possible redemption | 36,277,487 | 34,375,578 | |||||||
Maximum shares subject to forfeiture | 1,071,823 | ||||||||
Common stock, number of votes per share | Vote | Vote | 1 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Montes Archimedes Acquisition Corp. | Founder Shares | |||||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ | $ 25,000 | $ 25,000 | |||||||
Class A common stock | Montes Archimedes Acquisition Corp. | |||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock outstanding (in shares) | 41,071,823 | 41,071,823 | |||||||
Shares subject to possible redemption | 36,277,487 | 34,375,578 | |||||||
Common stock, shares outstanding | 4,794,336 | 6,696,245 | |||||||
Class B common stock | Montes Archimedes Acquisition Corp. | |||||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock outstanding (in shares) | 10,267,956 | 10,267,956 | |||||||
Number of shares surrendered by sponsor | 2,875,000 | ||||||||
Common stock, shares outstanding | 10,267,956 | 10,267,956 | |||||||
Maximum shares subject to forfeiture | 0 | ||||||||
Number of shares forfeited (in shares) | 1,232,044 | ||||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20.00% | 20.00% | |||||||
Class B common stock | Montes Archimedes Acquisition Corp. | Founder Shares | |||||||||
Common stock, shares outstanding | 11,500,000 | 14,375,000 | |||||||
Maximum shares subject to forfeiture | 1,500,000 | 1,500,000 | |||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | 20.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | $ 188,978,000 | $ 93,445,000 | |
Liability instruments measured at fair value | 67,893,000 | 102,373,000 | |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in Trust Account | 1,609,575,000 | 1,968,107,000 | |
Debt held by Dermavant with NovaQuest | 150,100,000 | 89,100,000 | |
Liability instruments measured at fair value | 67,893,000 | 102,373,000 | |
Total liabilities at fair value | 217,993,000 | 191,473,000 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in Trust Account | 1,533,538,000 | 1,945,045,000 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in Trust Account | 76,037,000 | 23,062,000 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt held by Dermavant with NovaQuest | 150,100,000 | 89,100,000 | |
Liability instruments measured at fair value | 67,893,000 | 102,373,000 | |
Total liabilities at fair value | 217,993,000 | 191,473,000 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 1,420,597,000 | 1,874,662,000 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 1,420,597,000 | 1,874,662,000 | |
Other Investments [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 11,129,000 | 8,880,000 | |
Other Investments [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 11,129,000 | 8,880,000 | |
Montes Archimedes Acquisition Corp. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 26,137,730 | $ 49,097,230 | |
Montes Archimedes Acquisition Corp. | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in Trust Account | 410,803,411 | ||
Derivative warrant liabilities | 32,652,100 | ||
Total Fair Value | 428,246,515 | 443,455,511 | |
Montes Archimedes Acquisition Corp. | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 16,445,130 | ||
Total Fair Value | 8,682,210 | 16,445,130 | |
Montes Archimedes Acquisition Corp. | Fair Value, Recurring [Member] | Public Warrants | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 17,455,520 | 32,652,100 | |
Montes Archimedes Acquisition Corp. | Fair Value, Recurring [Member] | Private Warrants | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative warrant liabilities | 8,682,210 | 16,445,130 | |
Montes Archimedes Acquisition Corp. | U.S. Treasury Securities maturing on April 8, 2021 | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in Trust Account | 410,790,002 | 410,803,122 | |
Montes Archimedes Acquisition Corp. | Cash | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in Trust Account | 994 | $ 289 | |
Sio Gene Therapies Inc [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 48,500,000 | 45,300,000 | |
Sio Gene Therapies Inc [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 48,487,000 | 45,329,000 | |
Sio Gene Therapies Inc [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 48,487,000 | 45,329,000 | |
Arbutus Biopharma Corporation [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 129,400,000 | 39,200,000 | |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 53,325,000 | 16,174,000 | |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 53,325,000 | 16,174,000 | |
Arbutus Biopharma Corporation [Member] | Convertible Preferred Stock [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 76,037,000 | 23,062,000 | |
Arbutus Biopharma Corporation [Member] | Convertible Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | $ 76,037,000 | $ 23,062,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Fair Value Disclosures [Line Items] | ||||
Fair value of options | $ 25,711,000 | $ 33,789,000 | ||
Montes Archimedes Acquisition Corp. | ||||
Fair Value Disclosures [Line Items] | ||||
Transfer between levels | $ 0 | $ 0 | 0 | |
Amount transferred to level 1 | 30,200,000 | 30,200,000 | 30,200,000 | |
Change in fair value of derivative warrant liabilities | $ 22,959,500 | $ (3,587,890) | ||
Liability Instruments Measured At Fair Value [Member] | ||||
Fair Value Disclosures [Line Items] | ||||
Fair value of options | $ 62,400,000 | $ 95,900,000 | ||
Minimum | Measurement Input, Discount Rate [Member] | ||||
Fair Value Disclosures [Line Items] | ||||
Discount rate | 0.06 | 0.06 | ||
Maximum | Measurement Input, Discount Rate [Member] | ||||
Fair Value Disclosures [Line Items] | ||||
Discount rate | 0.17 | 0.17 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement Inputs (Detail) - Montes Archimedes Acquisition Corp. - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2021 | Oct. 09, 2020 |
Volatility | ||
Measurement input | 0.149 | 0.225 |
Risk-free rate | ||
Measurement input | 0.0101 | 0.0039 |
Dividend yield | ||
Measurement input | 0 | 0 |
Exercise price | ||
Measurement input | 11.50 | |
Stock Price | ||
Measurement input | 9.78 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Montes Archimedes Acquisition Corp. - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Balance at beginning of period | $ 49,097,230 | $ 45,509,340 |
Change in fair value of derivative warrant liabilities | 3,587,890 | |
Balance at end of period | 49,097,230 | |
Fair Value, Inputs, Level 3 [Member] | ||
Balance at beginning of period | 16,445,130 | |
Change in fair value of derivative warrant liabilities | (7,762,920) | |
Balance at end of period | $ 8,682,210 | $ 16,445,130 |
Income Taxes - Schedule Compone
Income Taxes - Schedule Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Current taxes: | |||||
Total current tax expense | $ 1,686,000 | $ 7,124,000 | |||
Deferred taxes: | |||||
Total deferred tax benefit | 0 | 0 | |||
Income tax provision | 1,686,000 | 7,124,000 | |||
Valuation on allowance | (115,500,000) | 168,000,000 | |||
Income tax provision | 1,686,000 | 7,124,000 | |||
United States [Member] | |||||
Current taxes: | |||||
Total current tax expense | 1,365,000 | 6,327,000 | |||
Deferred taxes: | |||||
Total deferred tax benefit | 0 | 0 | |||
Switzerland [Member] | |||||
Deferred taxes: | |||||
Total deferred tax benefit | 0 | 0 | |||
Bermuda [Member] | |||||
Deferred taxes: | |||||
Total deferred tax benefit | 0 | 0 | |||
Other [Member] | |||||
Current taxes: | |||||
Total current tax expense | [1] | 321,000 | 797,000 | ||
Deferred taxes: | |||||
Total deferred tax benefit | [1] | $ 0 | $ 0 | ||
Montes Archimedes Acquisition Corp. | |||||
Current taxes: | |||||
Federal | $ 16,709 | ||||
State | 0 | ||||
Deferred taxes: | |||||
Federal | 94,345 | ||||
State | 0 | ||||
Income tax provision | $ 19,504 | 16,709 | |||
Valuation on allowance | (94,345) | ||||
Income tax provision | $ 19,504 | $ 16,709 | |||
[1] | Primarily Greater China, United States state and local and United Kingdom activity |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Deferred tax assets | |||
Research tax credits | $ 19,063,000 | $ 6,303,000 | |
Intangible assets | 50,564,000 | 43,626,000 | |
Net operating loss | 202,906,000 | 116,619,000 | |
Share-based compensation | 26,623,000 | 18,413,000 | |
Lease liabilities | 16,638,000 | 17,194,000 | |
Other | 7,303,000 | 7,060,000 | |
Subtotal | 323,097,000 | 209,215,000 | |
Valuation allowance | (303,287,000) | (187,831,000) | |
Deferred tax liabilities | |||
Depreciation | (1,214,000) | (1,833,000) | |
Right-of-use assets | (13,908,000) | (15,409,000) | |
Other | (4,688,000) | (4,142,000) | |
Net Deferred tax assets/(liabilities), net of valuation allowance | $ 0 | $ 0 | |
Montes Archimedes Acquisition Corp. | |||
Deferred tax assets | |||
Start-up/Organizationcosts | $ 95,524 | ||
Subtotal | 95,524 | ||
Valuation allowance | (94,345) | ||
Deferred tax asset, net of allowance | 1,179 | ||
Deferred tax liabilities | |||
Unrealized gain on marketable securities held in the Trust Account | (1,179) | ||
Total deferred tax liabilities | (1,179) | ||
Net Deferred tax assets/(liabilities), net of valuation allowance | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||
Income tax benefit at Bermuda statutory rate | $ 0 | $ 0 | |||
Foreign rate differential | [1] | (150,778,000) | (74,922,000) | ||
Permanent disallowed IPR&D | 111,432,000 | ||||
Nondeductible changes in the fair value of investments and loss from equity method investment | (22,472,000) | 20,840,000 | |||
Nontaxable (loss) gain on deconsolidation of business | (16,438,000) | 29,041,000 | |||
Permanent adjustments | 2,923,000 | (20,395,000) | |||
R&D tax credits | (10,555,000) | (5,990,000) | |||
Rate changes | 2,443,000 | (29,238,000) | |||
Valuation allowance | 85,046,000 | 87,677,000 | |||
Other | 85,000 | 111,000 | |||
Income tax provision | $ 1,686,000 | $ 7,124,000 | |||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||
Foreign rate differential(1) | [1] | 16.78% | 13.36% | ||
Permanent disallowed IPR&D | (12.40%) | ||||
Nondeductible changes in the fair value of investments and loss from equity method investment | 2.50% | (3.72%) | |||
Nontaxable (loss) gain on deconsolidation of business | 1.83% | (5.18%) | |||
Permanent adjustments | (0.33%) | 3.64% | |||
R&D tax credits | 1.17% | 1.07% | |||
Rate changes | (0.27%) | 5.21% | |||
Change in Valuation Allowance | (9.46%) | (15.63%) | |||
Other | (0.01%) | (0.02%) | |||
Total income tax expense | (0.19%) | (1.27%) | |||
Montes Archimedes Acquisition Corp. | |||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||
Income tax provision | $ 19,504 | $ 16,709 | |||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||
Income tax benefit at Bermuda statutory rate | 21.00% | ||||
Change in fair value of derivative warrant liabilities | (7.00%) | ||||
Financing Cost | (13.30%) | ||||
Change in Valuation Allowance | (0.90%) | ||||
Total income tax expense | (0.20%) | ||||
[1] | Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Effective tax rate | (0.19%) | (1.27%) | |
Valuation allowance | $ 303,287,000 | $ 187,831,000 | |
Valuation allowance increase (decrease) | 115,500,000 | (168,000,000) | |
Unrecognized tax benefits | 0 | $ 0 | |
United States and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | $ 69,700,000 | ||
Minimum | United States and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses expiration date | Mar. 31, 2035 | ||
Maximum | United States and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses expiration date | Mar. 31, 2041 | ||
Switzerland [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | $ 1,181,100,000 | ||
United States [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | $ 122,200,000 | ||
Percentage of future taxable income | 80.00% | ||
Research and development tax credit carryforwards | $ 19,100,000 | ||
United States [Member] | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit expiration date | Mar. 31, 2035 | ||
United States [Member] | Maximum | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit expiration date | Mar. 31, 2041 | ||
United Kingdom [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | $ 28,600,000 | ||
Other Jurisdictions [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | $ 75,800,000 | ||
Montes Archimedes Acquisition Corp. | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | $ 0 | ||
Accrued for payment of interest and penalties | $ 0 | ||
Effective tax rate | (0.20%) | ||
Valuation allowance | $ 94,345 | ||
Valuation allowance increase (decrease) | 94,345 | ||
Unrecognized tax benefits | $ 0 |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($)Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating and reporting segments | Segment | 1 | |
Cash and cash equivalents | $ 2,055,044 | $ 2,183,207 |
Accumulated deficit | (1,918,462) | (1,109,228) |
Loss from continuing operations | $ (900,233) | $ (568,110) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 2,055,044 | $ 2,183,207 |
Restricted cash | 86,632 | 86,045 |
Cash, cash equivalents and restricted cash | $ 2,141,676 | $ 2,269,252 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail) | 12 Months Ended |
Mar. 31, 2021 | |
Computer [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Lesser of estimated useful life or remaining lease term |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2017 | Jul. 31, 2021 | Apr. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Investments [Line Items] | ||||||
Common stock | 222,669,799 | 214,879,058 | ||||
Aggregate fair value investment | $ 188,978 | $ 93,445 | ||||
Carrying value of long-term investment | 100,563 | 0 | ||||
Other Investments [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 11,100 | $ 8,900 | ||||
Arbutus Biopharma Corporation [Member] | ||||||
Investments [Line Items] | ||||||
Common stock | 16,013,540 | 16,013,540 | ||||
Preferred stock | 1,164,000 | 1,164,000 | ||||
Premium on the conversion price, percentage | 15.00% | |||||
Annual compounded conversion rate for preferred share | 8.75% | |||||
Conversion price | $ 7.13 | |||||
Closing price | $ 6.20 | |||||
Ownership interest, percentage | 49.90% | |||||
Maximum allowed ownership interest percentage | 49.99% | |||||
Aggregate fair value investment | $ 129,400 | $ 39,200 | ||||
Unrealized gain (loss) on investments | $ 90,200 | $ (99,900) | ||||
Closing price of common stock | $ 3.33 | $ 1.01 | ||||
Sio Gene Therapies Inc [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 48,500 | $ 45,300 | ||||
Unrealized gain (loss) on investments | $ 3,200 | $ (31,600) | ||||
Closing price of common stock | $ 2.61 | $ 2.44 | ||||
Gain on deconsolidation | $ 107,300 | |||||
Datavant Holdings, Inc [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 99,000 | |||||
Gain on deconsolidation | 86,500 | |||||
Preferred stock issued and sold | 639,140 | |||||
Carrying value of long-term investment | $ 100,600 | |||||
Datavant Holdings, Inc [Member] | Series B Preferred Stock [Member] | ||||||
Investments [Line Items] | ||||||
Preferred stock issued and sold | 13,411,311 | |||||
Gross proceeds from issuance of stock | $ 27,200 | |||||
Preferred stock issued and sold | 1,065,234 | |||||
Total purchase price | $ 2,500 | |||||
Issued relating to the conversion of certain liability instruments | 1,800,253 |
Asset Acquisitions and Licens_2
Asset Acquisitions and License Agreements -Additional Information (Detail) $ in Thousands, € in Millions, $ in Millions | Jul. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)shares | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2019CAD ($) | Apr. 30, 2018USD ($) | May 31, 2012USD ($) | May 31, 2012EUR (€) | May 31, 2012CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Long term debt | $ 170,280 | $ 170,280 | $ 108,592 | |||||||||||||
Stock issued, value | 301,744 | 999,193 | ||||||||||||||
Gain (loss) on remeasurement of investment | 95,533 | (136,005) | ||||||||||||||
Research and development expense | 832,758 | 263,217 | ||||||||||||||
Subscription receivable | 100,000 | 100,000 | 0 | |||||||||||||
Payment to acquire business, net | 500 | |||||||||||||||
Share-based compensation expense | 84,958 | 122,572 | ||||||||||||||
Silicon Therapeutics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, consideration transferred | $ 450,000 | |||||||||||||||
Research and development expense | 399,600 | |||||||||||||||
Number of shares issued in business combination | shares | 7,316,583 | |||||||||||||||
Payment to acquire business, net | $ 14,000 | 15,600 | ||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, assets | 402,400 | 402,400 | ||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, accounts payable | 281,700 | 281,700 | ||||||||||||||
Business acquisition, equity interest issued or issuable, value assigned | 105,100 | 105,100 | ||||||||||||||
Share-based compensation expense | 23,500 | |||||||||||||||
Fair value of common shares | 22,600 | 22,600 | ||||||||||||||
Fair value of restricted stock | 15,600 | |||||||||||||||
Silicon Therapeutics [Member] | First Tranche [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, consideration transferred, liabilities incurred | 350,000 | |||||||||||||||
Silicon Therapeutics [Member] | Second Tranche [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business combination, consideration transferred, liabilities incurred | 100,000 | |||||||||||||||
Dermavant Sciences Ltd [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Net upfront cash payment | $ 191,000 | € 150 | ||||||||||||||
Contingent payment | 133,000 | € 100 | ||||||||||||||
Future development and commercial milestone payments | 137,000 | $ 180 | ||||||||||||||
Long term debt | $ 117,500 | |||||||||||||||
Milestone payment | $ 23,000 | $ 30 | ||||||||||||||
Nonrefundable, upfront payment | $ 60,000 | |||||||||||||||
Nonrefundable, upfront payment | $ 53,000 | |||||||||||||||
Non-refundable, up-front payment recognized | $ 60,000 | |||||||||||||||
Genevant Sciences Ltd [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity ownership interest, additional cash contribution | $ 38,700 | |||||||||||||||
Promissory notes issued | $ 20,100 | |||||||||||||||
Stock issued | shares | 74,272,043 | |||||||||||||||
Stock issued, value | $ 20,500 | |||||||||||||||
Aggregate principal amount of notes converted | $ 15,100 | |||||||||||||||
Notes converted, shares issued | shares | 54,526,549 | |||||||||||||||
Percentage controlling interest | 82.90% | 82.90% | ||||||||||||||
Investment, fair value | 28,800 | 28,800 | ||||||||||||||
Gain (loss) on remeasurement of investment | $ 28,800 | 28,800 | ||||||||||||||
Fair value of noncontrolling interests | $ 9,200 | 9,200 | 9,200 | 9,200 | ||||||||||||
Cash paid for common shares | 20,500 | |||||||||||||||
Business combination, consideration transferred | $ 58,500 | |||||||||||||||
Research and development expense | 41,400 | |||||||||||||||
Genevant Sciences Ltd [Member] | Arbutus Biopharma Corporation [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Stock issued | shares | 9,057,566 | |||||||||||||||
Stock issued, value | $ 2,500 | |||||||||||||||
ProteoVant Sciences, Inc [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Net upfront cash payment | 101,200 | |||||||||||||||
Milestone payment | $ 100,000 | |||||||||||||||
Aggregate principal amount of notes converted | $ 11,500 | |||||||||||||||
Research and development expense | 116,500 | |||||||||||||||
Upfront proceeds | 105,000 | |||||||||||||||
Payment under SRA | 15,500 | |||||||||||||||
Settlement of promissory notes receivable | 11,900 | |||||||||||||||
Fair value of future contingent consideration payments | $ 3,400 | $ 3,400 | ||||||||||||||
Equity investment | $ 200,000 | |||||||||||||||
Ownership interest | 40.00% | |||||||||||||||
Subscription receivable | $ 100,000 | |||||||||||||||
ProteoVant Sciences, Inc [Member] | First Product First Product for Each Molecular Target Covered by Intellectual Property [Member] | Maximum | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Future development and commercial milestone payments | 8,600 | |||||||||||||||
ProteoVant Sciences, Inc [Member] | First Product Targets Targeting Each of Two Specified Initial Targets [Member] | Maximum | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Future development and commercial milestone payments | 100,000 | |||||||||||||||
ProteoVant Sciences, Inc [Member] | First Product Targets Each of Certain Specified Additional MolecularTargets [Member] | Maximum | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Future development and commercial milestone payments | 51,000 | |||||||||||||||
Affivant Sciences [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Net upfront cash payment | 40,000 | |||||||||||||||
Newly issued shares | 20,000 | |||||||||||||||
Affivant Sciences [Member] | Maximum | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Future development and commercial milestone payments | $ 2,000,000 |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2021 |
Transaction Agreement [Line Items] | ||||
Gain (loss) on sale of stock transactions | $ (43,398) | |||
Sumitomo [Member] | ||||
Transaction Agreement [Line Items] | ||||
Percentage of granted option to purchase ownership interest | 75.00% | |||
Number of shares transferred | 26,952,143 | 26,952,143 | ||
Consideration received in transaction | $ 2,900,000 | $ 999,200 | ||
Gain (loss) on sale of stock transactions | $ 2,000,000 | |||
Escrow amount | $ 75,000 | |||
Restricted cash | $ 75,000 | |||
Sumitomo [Member] | Employee [Member] | ||||
Transaction Agreement [Line Items] | ||||
Aggregate fair value of issued instruments to employees on transaction | 39,100 | |||
Deferred compensation equity | 24,800 | |||
Deferred compensation liability | 14,300 | |||
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements | 1,880,980 | 1,865,416 | ||
Sumitomo [Member] | Maximum | ||||
Transaction Agreement [Line Items] | ||||
Repurchase of RSL's equity securities approved amount | $ 1,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary Of Disposal Groups Including Discontinued Operations Income Statement (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 265,452 | |
General and administrative | 119,885 | |
Total operating expenses | 385,337 | |
Loss from operations | (385,337) | |
Gain on sale of business | (1,985,949) | |
Interest income | (2,305) | |
Interest expense(1) | 13,733 | |
Other expense | 8,866 | |
Income from discontinued operations before income taxes | 1,580,318 | |
Income tax expense | 1,892 | |
Income from discontinued operations, net of tax | $ 0 | 1,578,426 |
Loss from discontinued operations before income taxes attributable to noncontrolling interests | (141,783) | |
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. | 1,722,101 | |
Income from discontinued operations before income taxes | $ 1,580,318 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Cash Flows From Discontinued Operations (Detail) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Gain on sale of business | $ (1,985,949) |
Share-based compensation | 54,821 |
Acquired in-processresearch and development | $ 16,405 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 39,544 | $ 16,344 |
Receivables for value added tax (VAT) paid | 807 | 5,978 |
Note receivable | 0 | 5,000 |
Trade receivables, net | 11,222 | 3,669 |
Income tax receivable | 1,803 | 632 |
Other | 874 | 2,140 |
Total other current assets | $ 54,250 | $ 33,763 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Balance Sheet Components [Line Items] | ||
Total accrued expenses | $ 76,936 | $ 68,621 |
R&D Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 20,755 | 21,607 |
Employee Related Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 38,552 | 29,113 |
Professional Services Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 10,267 | 5,135 |
Other General and Administrative Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | $ 7,362 | $ 12,766 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue | $ 5,918 | $ 3,621 |
Income tax payable | 207 | 1,497 |
Other | 3,037 | 234 |
Total other current liabilities | $ 9,162 | $ 5,352 |
Long Term Debt - Summary of Lon
Long Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Long-term Debt, Unclassified [Abstract] | ||
Principal amount | $ 171,490 | $ 110,490 |
Less: unamortized debt discount and issuance costs | (1,210) | (1,898) |
Total debt, net | 170,280 | 108,592 |
Less: current portion | 0 | 0 |
Total long term debt, net | $ 170,280 | $ 108,592 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) - Dermavant Sciences Ltd [Member] - USD ($) $ in Millions | 1 Months Ended | ||||||
May 31, 2021 | Jan. 31, 2020 | May 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 20 | $ 20 | $ 20 | ||||
Debt interest rate | 9.95% | ||||||
Debt Fee, end of term charge | $ 1.4 | 1.4 | 1.4 | ||||
Proceed from equity and debt financing | $ 110 | ||||||
Proceeds from credit facility | $ 40 | ||||||
Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.45% | ||||||
NovaQuest Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 17.5 | $ 100 | |||||
Debt fair value | 150.1 | $ 89.1 | |||||
NovaQuest Agreement [Member] | Regulatory Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | 440.6 | ||||||
Possible offset of regulatory milestone payments with commercial milestone | 88.1 | ||||||
NovaQuest Agreement [Member] | Commercial Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | $ 141 |
Long Term Debt and Convertible
Long Term Debt and Convertible Notes Payable - Schedule of Company's Annual Payments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 3,129 |
2023 | 13,306 |
2024 | 4,955 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total | $ 21,390 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sumitovant [Member] | ||
Related Party Transaction [Line Items] | ||
Cost incurred and recorded as offsets to general and administrative expenses | $ 1.4 | $ 0.2 |
Sumitomo [Member] | ||
Related Party Transaction [Line Items] | ||
Access fee paid pursuant to strategic cooperation agreement | $ 1 | $ 1 |
Shareholders' Equity and Rede_3
Shareholders' Equity and Redeemable Non-Controlling Interest - Additional Information (Detail) - USD ($) | Dec. 27, 2019 | Dec. 26, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 29, 2020 |
Class of Stock [Line Items] | |||||||||||||
Earnout shares | (i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share. | ||||||||||||
Common stock issued | 222,669,799 | 17,547,938 | 17,547,938 | 214,879,058 | 222,669,799 | 214,879,058 | |||||||
Net proceeds of common stock | $ 999,193,000 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock , share converted | 2,500,000 | ||||||||||||
Carrying amount of the convertible promissory | $ 35,600,000 | $ 35,600,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Public offering shares of common stock | 7,202,917 | 26,952,143 | |||||||||||
Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Public offering shares of common stock | 380,000 | 1,034,483 | |||||||||||
Net proceeds of common stock | $ 12,500,000 | $ 15,000,000 | |||||||||||
Sumitomo Transaction Agreement [Member] | Roivant Equity Repurchase [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Offer to repurchase common stock held by each holder | 11.23% | ||||||||||||
Common stock per share | $ 37.10 | ||||||||||||
Description of share repurchase offer | The offers included an offer to repurchase up to approximately 11.23% of the common stock held by each holder (and its affiliates) of the Company’s common stock as of December 26, 2019, at a price per share of $37.10 representing fair value of the common stock, an offer to purchase vested stock options whose fair market value (as determined as of December 27, 2019) was less than or equal to the fair market value of approximately 11.23% of the earliest-granted of such holder’s outstanding vested and unvested stock options, at a purchase price equal to such vested option’s fair market value, and an offer to holders of performance restricted stock units to surrender 100% of their existing performance restricted stock units in exchange for newly issued performance stock options and capped value appreciation rights which were issued under an amended and restated RSL 2015 Equity Incentive Plan. | ||||||||||||
Maximum | Sumitomo Transaction Agreement [Member] | Roivant Equity Repurchase [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Equity securities authorized for repurchase | $ 1,000,000,000 | ||||||||||||
Sumitomo [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares transferred | 26,952,143 | 26,952,143 | |||||||||||
Share price | $ 37.10 | ||||||||||||
Net proceeds from sale of stock | $ 2,900,000,000 | $ 999,200,000 | |||||||||||
Sumitomo [Member] | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Equity securities authorized for repurchase | $ 1,000,000,000 | ||||||||||||
Cytovant Science HK Ltd [Member] | Series A 1 Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares transferred | 20,085,301 | ||||||||||||
Share price | $ 1.17 | $ 1.17 | |||||||||||
Net proceeds from sale of stock | $ 22,500,000 | ||||||||||||
Health Sciences [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of outstanding warrants | 11,500,000 | ||||||||||||
Warrant exercise price per share | $ 11.50 | ||||||||||||
Health Sciences [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock acquired related to business acquisition | 42,080,376 | ||||||||||||
Number of outstanding warrants | 5,750,000 | ||||||||||||
Health Sciences [Member] | Immunovant, Inc [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Percentage of common stock acquired related to business acquisition | 100.00% | ||||||||||||
Cash as a result of the Business Combination | $ 111,000,000 | ||||||||||||
Proceeds related to common stock purchase by RSL | $ 5,100,000 | ||||||||||||
Health Sciences [Member] | Series A 1 Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock acquired related to business acquisition | 10,000 | ||||||||||||
Immunovant, Inc [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Earnout shares | 20,000,000 | ||||||||||||
Immunovant, Inc [Member] | Convertible Notes Payable [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock , share converted | 7,156,495 | ||||||||||||
Immunovant, Inc [Member] | Warrant | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of outstanding warrants | 5,719,145 | 5,750,000 | 5,719,145 | ||||||||||
Warrant exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||
Number of exercisable outstanding warrants | 11,438,290 | 11,500,000 | 11,438,290 | ||||||||||
Proceeds of warrants | $ 65,800,000 | ||||||||||||
Warrants cancellation | $ 61,710 | ||||||||||||
Immunovant, Inc [Member] | Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock per share | $ 33 | $ 14.50 | |||||||||||
Public offering shares of common stock | 6,060,606 | 9,613,365 | |||||||||||
Net proceeds of common stock | $ 188,100,000 | $ 131,000,000 | |||||||||||
Immunovant Sciences Ltd [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock issued | 20,000,000 | 20,000,000 | |||||||||||
Immunovant Sciences Ltd [Member] | Restricted Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Restricted shares vested | 1,800,000 | 1,800,000 | |||||||||||
Immunovant Sciences Ltd [Member] | Convertible Notes Payable [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock , share converted | 3,499,995 | ||||||||||||
Sinovant Inc [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Annualized return rate | 12.00% | ||||||||||||
Preferred stock purchase price per share | $ 12.26 | ||||||||||||
Preferred stock purchase price | $ 132,900,000 | ||||||||||||
Repurchase of redeemable noncontrolling interest | $ 77,800,000 |
Shareholders' Equity and Rede_4
Shareholders' Equity and Redeemable Non-Controlling Interest - Schedule of payments of equity securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Payments for Repurchase of Equity [Abstract] | ||
Common stock | $ 950,722 | |
Other equity instruments | 39,292 | |
Total cash paid | $ 113 | $ 990,014 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 84,958,000 | $ 67,751,000 |
RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0 | |
Grant expiration period | 8 years | |
Unrecognized compensation expense related to non-vested stock | $ 83,800,000 | |
Performance Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | |
Unrecognized compensation expense related to non-vested stock | 337,800,000 | |
CVARs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0 | |
Grant expiration date | Mar. 31, 2026 | |
Grant, Description | Each CVAR pays in common shares the excess of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $37.10, over (b) the hurdle price of either $18.70 or $33.63, as applicable to each grant. | |
Unrecognized compensation expense | $ 23,000,000 | |
Performance RSU [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 12,300,000 | |
Unrecognized compensation expense | 2,800,000 | |
RSL Common Share Award | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,600,000 | |
Remaining weighted-average service period | 3 years 4 months 20 days | |
Unrecognized compensation expense | $ 6,900,000 | |
Restricted common stock fair value | $ 15,600,000 | |
2015 EIP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance | 22,800,000 | |
Common shares available for grant | 10,296,392 | |
Share-based compensation expense | $ 32,300,000 | $ 31,800,000 |
Unrecognized compensation expense related to non-vested stock | $ 70,800,000 | |
Remaining weighted-average service period | 2 years 11 months 15 days | |
Stock options vested | 5,533,848 | 4,123,953 |
2015 EIP [Member] | Special Reserve [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance | 26,558,238 | |
Common shares available for grant | 0 | |
Subsidiary EIPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 29,100,000 | $ 22,100,000 |
Grant vesting period | 4 years | |
Grant contractual term | 10 years | |
pRSU Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance | 200,000 | |
Grant expiration period | 8 years | |
Equity repurchase | $ 17,044,465 | |
Percentage of share repurchased | 11.23% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Fair Value Assumptions (Detail) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 74.84% | 66.47% |
Expected risk free interest rate | 0.43% | 2.27% |
Expected term | 6 years 3 months | 6 years 8 months 19 days |
Expected dividend yield | 0.00% | 0.00% |
Performance Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 73.60% | |
Expected risk free interest rate | 0.62% | |
Expected term | 6 years | |
Expected dividend yield | 0.00% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Option [Member] - 2015 EIP [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding at March 31, 2020 | 8,176,814 | |
Options Granted | 1,482,604 | |
Options Forfeited/Canceled | (270,047) | |
Stock options outstanding at March 31, 2021 | 9,389,371 | 8,176,814 |
Stock options exercisable | 5,533,848 | |
Weighted average exercise price, Beginning balance | $ 24.52 | |
Weighted average exercise price, Granted | 38.71 | |
Weighted average exercise price,Forfeited/Canceled | 29.89 | |
Weighted average exercise price, Ending balance | 26.61 | $ 24.52 |
Weighted average exercise price, exercisable | 21.52 | |
Weighted Average Grant Date Fair Value, Beginning balance | 16.53 | |
Weighted average grant date fair value, Granted | 25.37 | |
Weighted Average Grant Date Fair Value, Granted | 19.85 | |
Weighted Average Grant Date Fair Value, Ending balance | 17.90 | $ 16.53 |
Weighted Average Grant Date Fair Value, exercisable | $ 14.95 | |
Weighted Average Remaining Contractual Life | 7 years 3 months 3 days | 7 years 11 months 4 days |
Weighted Average Remaining Contractual Life, exercisable | 6 years 5 months 26 days |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Fair Value of Vested Stock Option (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Grant date fair value of stock options vested | $ 25,711 | $ 33,789 |
Weighted-average grant date fair value per share of stock options granted | $ 25.37 | $ 20.63 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Restricted Stock Units (Detail) - RSUs [Member] - 2015 EIP [Member] | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | shares | 1,008,175 |
Granted | shares | 1,454,199 |
Forfeited | shares | (169,636) |
Non-vested balance, ending | shares | 2,292,738 |
Non-vested units, Beginning balance | $ / shares | $ 32.50 |
Weighted Average Grant Date Fair Value,Granted | $ / shares | 39.19 |
Weighted Average Grant Date Fair Value,Forfeited | $ / shares | 36.36 |
Non-vested units , Ending balance | $ / shares | $ 36.53 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding at March 31, 2020 | 14,518,870 | |
Options Granted | 0 | |
Options Forfeited | (93,207) | |
Stock options outstanding at March 31, 2021 | 14,425,663 | 14,518,870 |
Weighted average exercise price, Beginning balance | $ 38.97 | |
Weighted average exercise price, Granted | 0 | |
Weighted average exercise price, Forfeited | 46.38 | |
Weighted average exercise price, Ending balance | 38.93 | $ 38.97 |
Weighted average grant date fair value, Beginning balance | 23.78 | |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, Forfeited | 22.18 | |
Weighted average grant date fair value, Ending balance | $ 23.42 | $ 23.78 |
Performance Options outstanding at March 31, 2020 | 5 years | 6 years |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member] | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | shares | 11,088,658 |
Granted | shares | 0 |
Forfeited | shares | 0 |
Non-vested balance, ending | shares | 11,088,658 |
Non-vested units, Beginning balance | $ / shares | $ 2.07 |
Weighted average grant date fair value, Granted | $ / shares | 0 |
Weighted average grant date fair value, forfeited | $ / shares | 0 |
Non-vested units , Ending balance | $ / shares | $ 2.07 |
Share-Based Compensation - Su_6
Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member] | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | shares | 266,845 |
Units Granted | shares | 0 |
Units Forfeited | shares | (66,845) |
Non-vested balance, ending | shares | 200,000 |
Non-vested units, Beginning balance | $ / shares | $ 13.92 |
Units Granted | $ / shares | 0 |
Units Forfeited | $ / shares | 13.92 |
Non-vested units , Ending balance | $ / shares | $ 13.92 |
Share-Based Compensation - Su_7
Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 587,824 |
Vested | shares | 0 |
Forfeited | shares | 0 |
Non-vested balance, ending | shares | 587,824 |
Weighted Average Grant Date Fair Value, vested | $ / shares | $ 38.50 |
Weighted Average Grant Date Fair Value, vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 38.50 |
Share-Based Compensation - Su_8
Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 84,958 | $ 67,751 |
R&D Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 22,637 | 7,738 |
G&A Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 62,321 | $ 60,013 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes by Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Loss before income taxes: | |||
Total loss before income taxes | $ (898,547) | $ (560,986) | |
United States [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (212,921) | (69,264) | |
Switzerland [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (424,494) | (355,422) | |
Bermuda [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (227,471) | (105,604) | |
Other [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | [1] | $ (33,661) | $ (30,696) |
[1] | Primarily Greater China and United Kingdom activity |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 11,931 | $ 11,515 |
Short-term lease cost | 237 | 872 |
Variable lease cost | 704 | 379 |
Total operating lease cost | $ 12,872 | $ 12,766 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease ROU Assets and Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 8,830 | $ 8,108 |
Operating lease ROU assets obtained in exchange for operating lease liabilities | $ 5,491 | $ 56,025 |
Weighted average remaining lease term (in years) | 9 years 7 months 6 days | 10 years 2 months 12 days |
Weighted average discount rate | 7.10% | 7.10% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Maturities of operating lease liabilities [Abstract] | |
2022 | $ 13,386 |
2023 | 11,814 |
2024 | 11,718 |
2025 | 9,734 |
2026 | 8,617 |
Thereafter | 51,674 |
Total lease payments | 106,943 |
Total lease payments | 106,943 |
Less: present value adjustment | (29,348) |
Less: tenant improvement allowance | (2,898) |
Total | $ 74,697 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes of Fair Value Liabilities Measured On Level 3 (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 191,473 | $ 103,628 |
Issuance of liability instruments measured at fair value | 101,567 | |
Changes in fair value of debt and liability instruments, included in net loss | 29,845 | (13,722) |
Liability instruments disposed due to deconsolidation of subsidiary | (3,325) | |
Balance at end of period | $ 217,993 | $ 191,473 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement (Detail) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Measurement Input, Expected Term [Member] | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Time to expiration (in years) | 3 years 7 months 2 days | 5 months 26 days |
Measurement Input, Expected Term [Member] | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Time to expiration (in years) | 3 years 7 months 2 days | 4 years 7 months 2 days |
Risk-free rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.0052 | 0.0015 |
Risk-free rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.0052 | 0.0035 |
Measurement Input, Option Volatility [Member] | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.890 | 0.910 |
Measurement Input, Option Volatility [Member] | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.950 | 1.100 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, employer matching contribution | $ 1.7 | $ 1.7 |
Other (Income) Expense, Net - S
Other (Income) Expense, Net - Summary of Other Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other (income) expense [Abstract] | ||
Loss from equity method investment | $ 3,750 | $ 21,386 |
Interest income | (1,418) | (17,990) |
Interest expense | 2,809 | 7,683 |
Other expense | 3,560 | 2,543 |
Total | $ 8,701 | $ 13,622 |
Net Earnings per Common Share -
Net Earnings per Common Share - Summary of Basic and Diluted Net Income Per Share of Common Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations, net of tax | $ (900,233) | $ (568,110) |
Net loss from continuing operations, net of tax, attributable to noncontrolling interest | (90,999) | (48,716) |
Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. | (809,234) | (519,394) |
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock | (77,777) | |
Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. | (809,234) | (597,171) |
Income from discontinued operations, net of tax | 0 | 1,578,426 |
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest | (141,477) | |
Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd. | 0 | 1,719,903 |
Basic and diluted income from discontinued operations, net of tax | 1,719,903 | |
Basic and diluted net (loss) income attributable to Roivant Sciences | $ (809,234) | $ 1,122,732 |
Net Earnings per Common Share_2
Net Earnings per Common Share - Summary of Basic and Diluted Net Income Per Share of Common Stock (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Earnings Per Share [Abstract] | |
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock | $ 77,777 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2021 | Mar. 14, 2021 | May 14, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2019 |
Long term debt | $ 170,280 | $ 108,592 | ||||
Dermavant Sciences Ltd [Member] | ||||||
Debt principal amount | 20,000 | $ 20,000 | $ 20,000 | |||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | ||||||
Warrants issued to purchase common shares | 1,199,072 | |||||
Percentage of common stock shares issued and outstanding at closing | 1.00% | |||||
Warrants exercise price | $ 0.01 | |||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | Credit Facility [Member] | ||||||
Debt principal amount | $ 40,000 | |||||
Interest rate | 10.00% | |||||
Maturity date | 5 years | |||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | Revenue Interest Purchase and Sale Agreement [Member] | ||||||
Revenue interest purchase and sale agreement amount | $ 160,000 | |||||
Revenue interest purchase and sale agreement committed fund to be paid | $ 160,000 | |||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | Revision of Prior Period, Reclassification, Adjustment | ||||||
Long term debt | $ 3,100 | |||||
Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. [Member] | Subsequent Event [Member] | ||||||
Business combination, paid in cash | $ 5,000 |