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| PROSPECTUS SUPPLEMENT | | Filed pursuant to Rule 424(b)(3) |
| (to Prospectus dated January 4, 2022) | | Registration Statement No. 333-261853 |
17,407,773 Common Shares
This prospectus supplement supplements the prospectus dated January 4, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-261853). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on February 28, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement relates to the potential offer and sale from time to time by the securityholders named in the Prospectus or their permitted transferees (the “Holders”) of up to 17,407,773 of our common shares, $0.0000000341740141 par value per share (the “Common Shares”), issued pursuant to the Agreement and Plan of Merger, dated as of February 2, 2021, between Roivant Sciences Ltd., Silicon Therapeutics LLC, Silicon Insite, Inc. and Silicon TX China. We will not receive any proceeds from the sale of Common Shares by the Holders pursuant to the Prospectus.
Our Common Shares are listed on The Nasdaq Global Market under the symbol “ROIV.” On February 25, 2022, the last reported sale price of our Common Shares was $6.58 per Common Share.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus, including this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 28, 2022.
