Cover
Cover | 12 Months Ended |
Mar. 31, 2022 | |
Document Type | POS AM |
Amendment Flag | true |
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 |
Amendment Description | Roivant Sciences Ltd. (the “Company”) is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-260619) (this “Post-Effective Amendment”) pursuant to Section 10(a)(3) of the Securities Act to update the initial registration statement, which was previously declared effective by the Securities and Exchange Commission on November 9, 2021 to (i) include the Company’s consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended March 31, 2022 and (ii) update certain other information in the registration statement. No additional securities are being registered under this Post-Effective Amendment. All applicable registration fees were paid at the time of the original filing of the registration statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 2,060,400 | $ 2,055,044 | |
Restricted cash | 3,903 | 77,701 | |
Other current assets | 82,220 | 54,250 | |
Total current assets | 2,146,523 | 2,186,995 | |
Property and equipment, net | 25,905 | 14,749 | |
Operating lease right-of-use assets | 61,044 | 62,279 | |
Restricted cash, net of current portion | 9,731 | 8,931 | |
Investments measured at fair value | 325,834 | 188,978 | |
Long-term investment | 0 | 100,563 | |
Other assets | 16,092 | 27,197 | |
Total assets | 2,585,129 | 2,589,692 | |
Current liabilities: | |||
Accounts payable | 34,583 | 20,550 | |
Accrued expenses | 127,531 | 76,936 | |
Operating lease liabilities | 11,398 | 12,313 | |
Deferred consideration liability | 0 | 100,000 | |
Deferred revenue | 10,147 | 5,918 | |
Other current liabilities | 708 | 3,244 | |
Total current liabilities | 184,367 | 218,961 | |
Liability instruments measured at fair value | 44,912 | 67,893 | |
Operating lease liabilities, noncurrent | 62,468 | 62,384 | |
Long-term debt (includes $177,400 and $150,100 accounted for under the fair value option at March 31, 2022 and 2021, respectively) | 210,025 | 170,280 | |
Deferred Revenue, Noncurrent | 13,740 | 0 | |
Other liabilities | 8,183 | 8,169 | |
Total liabilities | 523,695 | 527,687 | |
Commitments and contingencies (Note 13) | |||
Redeemable noncontrolling interest | 22,491 | 22,491 | |
Shareholders' equity: | |||
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 694,975,965 and 651,576,293 shares issued and outstanding at March 31, 2022 and 2021, respectively | [1] | 0 | 0 |
Additional paid-in capital | [1] | 4,421,614 | 3,814,805 |
Subscription receivable | [1] | 0 | (100,000) |
Accumulated deficit | [1] | (2,763,724) | (1,918,462) |
Accumulated other comprehensive income (loss) | [1] | (946) | 1,445 |
Shareholders' equity attributable to Roivant Sciences Ltd. | [1] | 1,656,944 | 1,797,788 |
Noncontrolling interests | [1] | 381,999 | 241,726 |
Total shareholders' equity | [1] | 2,038,943 | 2,039,514 |
Total liabilities, redeemable noncontrolling interest and shareholders' equity | $ 2,585,129 | $ 2,589,692 | |
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Long term debt accounted under fair value option | $ 177,400 | $ 150,100 |
Common stock, par or stated value per share | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 |
Common stock, shares issued | 694,975,965 | 651,576,293 |
Common stock, shares outstanding | 694,975,965 | 651,576,293 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenue, net | $ 55,286 | $ 23,795 | |
Operating expenses: | |||
Cost of revenues | 8,966 | 2,057 | |
Research and development | 483,035 | 236,626 | |
Acquired in-process research and development | 139,894 | 596,132 | |
General and administrative | 775,033 | 259,878 | |
Total operating expenses | 1,406,928 | 1,094,693 | |
Loss from operations | (1,351,642) | (1,070,898) | |
Other income (expense): | |||
Change in fair value of investments | 87,291 | (95,533) | |
Gain on sale of investment | (443,754) | 0 | |
Change in fair value of debt and liability instruments | (3,354) | 29,845 | |
Gain on termination of Sumitomo Options | (66,472) | 0 | |
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | (5,041) | (115,364) | |
Other expense, net | 3,435 | 8,701 | |
Loss before income taxes | (923,747) | (898,547) | |
Income tax expense | 369 | 1,686 | |
Net loss | [1] | (924,116) | (900,233) |
Net loss attributable to noncontrolling interests | (78,854) | (90,999) | |
Net loss attributable to Roivant Sciences Ltd. | $ (845,262) | $ (809,234) | |
Net loss per common share—basic | [1] | $ (1.26) | $ (1.28) |
Net loss per common share—diluted | [1] | $ (1.26) | $ (1.28) |
Weighted average shares outstanding—basic | [1] | 669,753,458 | 630,046,720 |
Weighted average shares outstanding—diluted | [1] | 669,753,458 | 630,046,720 |
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expense | $ 564,956 | $ 84,958 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expense | 63,735 | 22,637 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expense | $ 501,221 | $ 62,321 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Statement of Stockholders' Equity [Abstract] | |||
Net loss | [1] | $ (924,116) | $ (900,233) |
Other comprehensive loss | |||
Foreign currency translation adjustment | (2,271) | 3,826 | |
Total other comprehensive (loss) income | (2,271) | 3,826 | |
Comprehensive loss | (926,387) | (896,407) | |
Comprehensive loss attributable to noncontrolling interests | (78,734) | (90,967) | |
Comprehensive loss attributable to Roivant Sciences Ltd. | $ (847,653) | $ (805,440) | |
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivables [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | |
Balance, temporary equity at Mar. 31, 2020 | [1] | $ 22,491 | |||||||
Balance at Mar. 31, 2020 | [1] | $ 2,086,204 | $ 0 | $ 3,143,739 | $ 0 | $ (2,349) | $ (1,109,228) | $ 54,042 | |
Balance, shares at Mar. 31, 2020 | [1] | 628,779,048 | |||||||
Issuance of subsidiary common shares, net | [1] | 456,097 | 324,995 | (100,000) | 231,102 | ||||
Issuance of subsidiary common shares to the Company | [1] | (11,692) | 11,692 | ||||||
Exercise of subsidiary stock options and vesting of subsidiary restricted stock units | [1] | 907 | 522 | 385 | |||||
Deconsolidation of subsidiary | [1] | (3,054) | (3,054) | ||||||
Consolidation of unconsolidated entity | [1] | 9,178 | 9,178 | ||||||
Repurchase of equity awards | [1] | (113) | (113) | ||||||
Cash contribution to majority-owned subsidiaries | [1] | (1,642) | 1,642 | ||||||
Issuance of the Company's common shares | [1] | 301,744 | 301,744 | ||||||
Issuance of the Company's common shares, shares | [1] | 21,077,155 | |||||||
Share-based compensation | [1] | 84,958 | $ 1,720,090 | 57,252 | 27,706 | ||||
Foreign currency translation adjustment | [1] | 3,826 | 3,794 | 32 | |||||
Net loss | [1] | (900,233) | (809,234) | (90,999) | |||||
Balance, temporary equity at Mar. 31, 2021 | [1] | 22,491 | |||||||
Balance at Mar. 31, 2021 | [1] | 2,039,514 | $ 0 | 3,814,805 | (100,000) | 1,445 | (1,918,462) | 241,726 | |
Balance, shares at Mar. 31, 2021 | [1] | 651,576,293 | |||||||
Issuance of subsidiary warrants | [1] | 2,075 | 2,051 | 24 | |||||
Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs | [1] | 129,097 | 129,097 | ||||||
Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs (in shares) | [1] | 32,372,478 | |||||||
Issuance of the Company's common shares related to settlement of transaction consideration (in shares) | [1] | 840,398 | |||||||
Issuance of subsidiary preferred shares | [1] | 70,000 | 70,000 | ||||||
Issuance of subsidiary common and preferred shares to the Company | [1] | (52,189) | 52,189 | ||||||
Payment of subscription receivable | [1] | 100,000 | (40,000) | 100,000 | 40,000 | ||||
Issuance of common stock upon warrants exercise | [1] | 778 | 778 | ||||||
Issuance of common stock upon warrants exercise, Shares | [1] | 60,021 | |||||||
Stock options exercised and restricted stock units vested and settled | [1] | 2,757,775 | |||||||
Deconsolidation of subsidiary | [1] | 3,578 | 3,578 | ||||||
Repurchase of equity awards | [1] | (2,247) | (2,247) | ||||||
Cash contribution to majority-owned subsidiaries | [1] | (10,219) | 10,219 | ||||||
Exercise of subsidiary stock options | [1] | 412 | 412 | ||||||
Issuance of the Company's common shares | [1] | 57,167 | 57,167 | ||||||
Issuance of the Company's common shares, shares | [1] | 7,369,000 | |||||||
Share-based compensation | [1] | 564,956 | 519,712 | 45,244 | |||||
Foreign currency translation adjustment | [1] | (2,271) | (2,391) | 120 | |||||
Net loss | [1] | (924,116) | (845,262) | (78,854) | |||||
Balance, temporary equity at Mar. 31, 2022 | [1] | $ 22,491 | |||||||
Balance at Mar. 31, 2022 | [1] | $ 2,038,943 | $ 0 | $ 4,421,614 | $ 0 | $ (946) | $ (2,763,724) | $ 381,999 | |
Balance, shares at Mar. 31, 2022 | [1] | 694,975,965 | |||||||
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Cash flows from operating activities: | |||
Net loss | [1] | $ (924,116) | $ (900,233) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Non Cash Acquired in Process Research and Development | 78,223 | 351,523 | |
Share-based compensation | 564,956 | 84,958 | |
Change in fair value of investments | 87,291 | (95,533) | |
Gain on sale of investment | (443,754) | 0 | |
Change in fair value of debt and liability instruments | (3,354) | 29,845 | |
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | (5,041) | (115,364) | |
Gain on termination of Sumitomo Options | (61,472) | 0 | |
Loss from equity method investment | 0 | 3,750 | |
Other | 13,819 | 16,978 | |
Changes in assets and liabilities, net of effects from acquisition and divestiture: | |||
Accounts payable | 15,403 | 3,752 | |
Accrued expenses | 50,595 | 9,225 | |
Deferred consideration liability | (50,000) | 100,000 | |
Operating lease liabilities | (6,865) | (5,497) | |
Deferred revenue | 17,969 | 2,297 | |
Other | (11,383) | (37,839) | |
Net cash used in operating activities | (677,729) | (552,138) | |
Cash flows from investing activities: | |||
Proceeds from sale of investment | 320,170 | 0 | |
Purchase of property and equipment | (17,436) | (5,806) | |
Other | 561 | (25,896) | |
Net cash (used in) provided by investing activities | 303,295 | (31,702) | |
Cash flows from financing activities: | |||
Proceeds from business combination and PIPE financing | 213,424 | 0 | |
Proceeds from issuance of subsidiary common shares, net of issuance costs paid | 0 | 455,756 | |
Proceeds from payment of subscription receivable | 100,000 | 0 | |
Proceeds from subsidiary debt financings, net of financing costs paid | 36,400 | 0 | |
Repayment of long-term debt by subsidiary | (21,590) | 0 | |
Payment of offering and loan origination costs | (20,297) | (286) | |
Other | (1,145) | 794 | |
Net cash provided by financing activities | 306,792 | 456,264 | |
Net change in cash, cash equivalents and restricted cash | (67,642) | (127,576) | |
Cash, cash equivalents and restricted cash at beginning of period | 2,141,676 | 2,269,252 | |
Cash, cash equivalents and restricted cash at end of period | 2,074,034 | 2,141,676 | |
Non-cash investing and financing activities: | |||
Subscription receivable related to issuance of subsidiary common shares | 0 | 100,000 | |
Other | 6,035 | 4,531 | |
Supplemental disclosure of cash paid: | |||
Income taxes paid | 916 | 4,076 | |
Interest paid | $ 5,535 | $ 2,017 | |
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Description of Business and Liq
Description of Business and Liquidity | 12 Months Ended |
Mar. 31, 2022 | |
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. VTAMA ® FDA-approved 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 4, “Investments” for further discussion of the Company’s investments in unconsolidated entities. On September 30, 2021, RSL completed its business combination with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, and began trading on Nasdaq under the ticker symbol “ROIV.” Refer to Note 3, “Business Combination with MAAC” for additional details. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2022, the Company had cash and cash equivalents of approximately $2.1 billion and its accumulated deficit was approximately $2.8 billion. For the years ended March 31, 2022 and 2021, the Company incurred net losses of $924.1 million and $900.2 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. Through March 31, 2022, the Company had not generated any revenue from the sale of its product candidates. Through its subsidiary Dermavant Sciences Ltd., the Company has launched its first commercial product, VTAMA cream, following approval by the FDA in May 2022. The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and 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 months from the date of issuance of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
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 common stock ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of March 31, 2022 and through the issuance of these consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact COVID-19 may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. (C) Concentrations Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. T he Company has long-lived assets in different geographic locations. As of March 31, 2022 and 2021, a majority of the Company’s long-lived assets were located in the United States. (D) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest bearing deposit accounts relating to the Company’s corporate credit card programs. Restricted cash classified as a long-term asset consists of restricted deposit accounts related to irrevocable standby letters of credit. As of March 31, 2021, restricted cash classified as a current asset included $ million held in escrow for the purpose of fulfilling certain indemnification obligations. The full escrow amount of $ million was disbursed to the Company in June 2021. 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, 2022 March 31, 2021 Cash and cash equivalents $ 2,060,400 $ 2,055,044 Restricted cash 13,634 86,632 Cash, cash equivalents and restricted cash $ 2,074,034 $ 2,141,676 (E) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. (F) Property and Equipment Property and equipment, consisting primarily of computers, laboratory and other 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 Laboratory and other equipment 5 - 10 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. (G ) Investments Investments in equity securities may be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Investments.” (H) 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. R&D costs primarily consist of costs associated with preclinical studies and clinical trials, including amounts paid to contract research organizations, contract manufacturing organizations, and other third parties that conduct R&D activities on behalf of the Company, as well as employee-related expenses, such as salaries, share-based compensation, and benefits, for employees engaged in R&D activities. (I) Acquired In-Process For the year ended March 31, 2022, the Company began reporting acquired in-process research and development (“IPR&D”) expense as a separate line item in its consolidated statements of operations. Acquired IPR&D expenses include consideration for the purchase of IPR&D through asset acquisitions and license agreements as well as payments made in connection with asset acquisitions and license agreements upon the achievement of development milestones. These expenses were previously recorded in “Research and development” on the consolidated statements of operations. Prior periods have been revised to conform to the current period presentation. The Company evaluates in-licensed agreements for in-process research and development projects (“IPR&D”) to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expense in its consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. (J) 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 relating to corporate matters and daily operations. G&A expenses include costs incurred relating to the identification, acquisition or in-license and technology transfer of promising drug candidates along with costs incurred relating to the integration of new technologies. (K) Leases The Company determines if an arrangement includes a lease at the inception of the agreement. For each of the Company’s lease arrangements, the Company records a right-of-use asset representing the Company’s right to use an underlying asset for the lease term and a lease liability representing the Company’s obligation to make lease payments. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the expected lease term. If the interest rate implicit in the Company’s leases is not readily determinable, in determining the weighted-average discount rate used to calculate the net present value of lease payments, the Company utilizes an estimate of its incremental borrowing rate. 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. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. The Company elected the practical expedient not to apply the recognition and measurement requirements to short-term leases, which is any lease with a term of one year or less as of the lease commencement date. Leases may require the Company to pay additional amounts for taxes, insurance, maintenance, and other expenses, which are generally referred to as non-lease components. The Company has elected the practical expedient to combine lease and non-lease components. If a lease includes options to extend the lease term, the Company does not assume the option will be exercised in its initial lease term assessment unless there is reasonable certainty that the Company will renew based on an assessment of economic factors present as of the lease commencement date. (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. When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable market price or volatility of the Company’s common stock that is used in the valuation as a result of material non-public 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 shares of common stock. Since the Company has limited 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 One of the inputs to the Black-Scholes option pricing model is the fair value of the Company’s common shares. Prior to the closing of its business combination with MAAC, as a privately held company, the Company estimated the fair value of the shares of common stock underlying its share-based awards on each grant date. 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 exercised reasonable judgment and considered 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 considered 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. The Company applies a similar methodology to estimate the fair value of the shares of common stock underlying share-based awards issued by its privately held Vants. Following the closing of the Company’s business combination with MAAC, RSL’s common shares became publicly traded and the Company began determining the fair value of each common share underlying share-based awards based on the closing price of its common shares as reported by Nasdaq on the date of grant. Therefore, it will not be necessary to determine the fair value of the new stock-based award pursuant to the methodology described above. (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 common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 4, “Investments”); liability instruments issued, including the Roivant Warrants and Earn-Out 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. In October 2021, shares of Arbutus’ Series A participating convertible preferred shares (“Arbutus Preferred Shares”) held by the Company were converted into shares of common stock of Arbutus pursuant to mandatory conversion provisions. Prior to conversion, the Arbutus Preferred Shares held by the Company were classified as Level 2 as the fair value of such preferred shares was determined based upon the quoted market price of Arbutus common stock into which such preferred shares were convertible. The shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 4, “Investments”), and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 3, “Business Combination with MAAC”), are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. The Public Warrants are publicly traded and therefore are classified as Level 1 as the Public Warrants have a readily determinable fair value. Cash, accounts payable, and the 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 was based on a fixed monetary amount, and payment was based solely on the passage of time. The deferred consideration liability was settled in November 2021 by payment of $50.0 million in cash as well as the issuance of 6,348,057 of the Company’s c s 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 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 recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee. 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. 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, 2022 and 2021. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets. (Q) Warrant Liabilities The Company classifies the Roivant Warrants as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the consolidated statements of operations. The Company will continue to adjust the carrying value of the liability associated with the Roivant Warrants for changes in the fair value until the earlier of a) the exercise or expiration of the Roivant Warrants or b) the redemption of the Roivant Warrants. Issuance costs incurred that were attributable to the Roivant Warrants were expensed as incurred. (R) Recently Adopted Accounting Pronouncements 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 |
Business Combination with MAAC
Business Combination with MAAC | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination with MAAC | Note 3—Business Combination with MAAC On September 30, 2021 (the “Closing Date”), in accordance On the Closing Date prior to the effective time of the Merger (the “Effective Time”), RSL effected a 2.9262-for-1 stock subdivision based on the fixed exchange ratio established in the Business Combination. The shares, equity awards and net loss per share available to holders of the Company’s c stock In accordance with the terms of the Business Combination Agreement, at the Effective Time: a. each share of MAAC Class A common stock (the “MAAC Class A Shares”) and each share of MAAC Class B common stock (the “MAAC Class B Shares”) that were outstanding immediately before the Effective Time (other than treasury shares and any shares held by Patient Square Capital LLC (the “MAAC Sponsor”), any affiliate of the MAAC Sponsor or any of MAAC’s independent directors (the “MAAC Independent Directors”) or its transferee) were automatically canceled and extinguished and converted into one c s b. each MAAC Class B Share that was outstanding immediately before the Effective Time and held by the MAAC Sponsor, any affiliate of the MAAC Sponsor or any of the MAAC Independent Directors or its transferee were automatically canceled and extinguished and converted into a number of Roivant C S C S c. each warrant to purchase MAAC Class A Shares that was outstanding immediately before the Effective Time was converted automatically into a right to acquire a Roivant Common Share (a “Roivant Warrant”) at an exercise price of $11.50 per share, subject to certain adjustments. Following the Merger, the Roivant C S In connection with the Business Combination, RSL entered into subscription agreements with certain investors, whereby it issued c ommon s hares at $ per share for an aggregate purchase price of $ million (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Business Combination. In connection with the Business Combination and PIPE Financing, the Company received $213.4 million in cash at closing (the “Closing”), net of deferred underwriting expenses and unpaid expenses incurred by MAAC in connection with the transaction. The Company incurred $24.4 million in costs directly related to the Business Combination and PIPE Financing, such as banker fees and costs associated with third-party legal, accounting and other professional services. Upon Closing, these costs, which had been capitalized on the Company’s balance sheet were recorded as a reduction of additional paid-in Earn-Out Earn-Out Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, MAAC, the MAAC Sponsor, Roivant and each of the MAAC Independent Directors, entered into the Sponsor Support Agreement, which was subsequently amended on June 9, 2021, to reflect the MAAC Independent Directors and Roivant entering into respective Lock-Up Agreements, and further amended on September 30, 2021. Pursuant to the Sponsor Support Agreement, among other things: a. 2,033,591 Roivant C S C S Earn-Out of its MAAC Class B Shares, will vest if the closing price of Roivant C S twenty thirty b 1,016,796 Roivant C S C S Earn-Out Earn-Out “Earn-Out C S twenty thirty c The remaining number of Roivant C S The Vesting Period represents the period commencing on November 9, 2021, the date on which the registration statement on Form S-1 required to be filed by the Company in connection with the PIPE Financing was declared effective, and ending no later than September 30, 2026 (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the Earn-Out Shares unvested as of such time will automatically vest immediately prior to the consummation of such Sale. If any Earn-Out Shares have not vested on or prior to the end of such Vesting Period, then such Earn-Out Shares will be forfeited. The Earn-Out Shares require liability classification and are classified as “Liability instruments measured at fair value” on the consolidated balance sheets. The Earn-Out Shares liability is subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statement of operations. Lock-Up Agreements On May 1, 2021 and June 9, 2021, RSL, on the one hand, and the MAAC Sponsor, the MAAC Independent Directors and certain Roivant equityholders, on the other hand, entered into lock-up lock-up The lock-up C S C S C S C S thirty The Roivant C S lock-up thirty- The lock-up to 25% of the Roivant C S C S C S thirty Common Stock Warrants At the effective time of the Merger, 10,214,365 Roivant Warrants that were held by the MAAC Sponsor at an exercise price of $11.50 (the “Private Placement Warrants”) and 20,535,896 Roivant Warrants held by MAAC’s shareholders at an exercise price of $11.50 (the “Public Warrants”) were converted into the right to acquire Roivant C S The Private Placement Warrants are generally identical to the Public Warrants, except that (i) the Private Placement Warrants (including the c stock 30 days after the completion of the Business Combination (ii) they will not be redeemable by the Company when the price per share of Roivant C S The Roivant Warrants require liability classification and are classified as “Liability instruments measured at fair value” on the consolidated balance sheets. The Private Placement Warrants liability and Public Warrants liability are subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statement of operations. As of March 31, 2022, 60,021 Roivant Warrants have been exercised and none redeemed. Redemption of Roivant Warrants when the price per share of Roivant C S The Company may redeem the outstanding Roivant Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Roivant Warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of c stock 30 -trading However, in this case, the Company will not redeem the Roivant Warrants unless an effective registration statement under the Securities Act covering the Roivant Common Shares issuable upon exercise of the Roivant Warrants is effective and a current prospectus relating to those Roivant Common Shares is available throughout the 30-day Redemption of Roivant Warrants when the price per share of Roivant C S The Company may redeem the outstanding Roivant Warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per Roivant Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Roivant Warrants on a cashless basis prior to redemption and receive that number of Roivant C S C S • 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. For these purposes, “fair market value” of Roivant C S c s 10 trading days immediately following the date on which the notice of redemption is sent to warrantholders. In no event will the Roivant Warrants be exercisable in connection with this redemption feature for more than 0.361 Roivant Common Shares |
Investments
Investments | 12 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 4—Investments Investment in Arbutus In October 2017, pursuant to a subscription agreement entered into by RSL and Arbutus, RSL acquired 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares, which converted into 22,833,922 shares of Arbutus common stock in October 2021. The Company accounts for its investment in Arbutus as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At March 31, 2022, RSL held approximately 26% of issued and outstanding shares of Arbutus. At March 31, 2022 and 2021, the aggregate fair value of the Company’s investment in Arbutus was $115.8 million and $129.4 million, respectively, with the Company recognizing an unrealized loss on its investment in Arbutus of $13.6 million and an unrealized gain of $90.2 million in the accompanying consolidated statements of operations for the years ended March 31, 2022 and 2021. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on March 31, 2022 and 2021 of $2.98 and $3.33, respectively. Investment in Sio In February 2020, RSL’s ownership interest in Sio fell below 50.0%, and as a result, the Company deconsolidated Sio. The Company accounts for its investment in Sio as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Sio is considered a related party of the Company. At March 31, 2022, RSL held approximately 25% of Sio’s issued and outstanding common shares. At March 31, 2022 and 2021, the fair value of the Company’s investment in Sio was $12.4 million Investment in Datavant In April 2020, following an equity raise completed by Datavant Holdings, Inc. (“Datavant”) along with a restructuring of Datavant’s equity classes, it was determined that RSL no longer controlled Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant is considered a related party of the Company. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. Prior to the Datavant Merger (defined below), the Company accounted for its investment in Datavant using the measurement alternative to fair value. Under the measurement alternative, the investment is remeasured upon 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 additional preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise, which resulted in an increase in the carrying value of the Company’s investment to $100.6 million. In June 2021, Datavant and Heracles Parent, L.L.C. (referred to herein as “Ciox Parent” and, after the closing of the Datavant Merger (as defined below), “Datavant”), a provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States, primarily through its wholly owned subsidiary CIOX Health, LLC, entered into a definitive agreement to merge Datavant with and into a newly formed wholly owned subsidiary of Ciox Parent (the “Datavant Merger”). The merger closed on July 27, 2021. At closing, the Company received approximately $320 million in cash and a minority equity stake in Ciox Parent. As a result of the transaction, the Company recognized a gain on remeasurement of $443.8 million in the accompanying consolidated statements of operations for the year ended March 31, 2022. As of March 31, 2022, the Company’s minority equity interest represented approximately 17% of the outstanding Class A units in Ciox Parent. Ciox Parent’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion features. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. Following the completion of the Datavant Merger, the Company’s minority equity interest became subject to the equity method of accounting. At such time, the fair value option was elected to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. As of March 31, 2022 and July 27, 2021, the fair value of the Company’s investment was $193.9 million and $224.1 million, respectively, with the Company recognizing an unrealized loss on its investment of $30.2 million for the year ended March 31, 2022. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 14, “Fair Value Measurements” for more information. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $3.7 million and $11.1 million as of March 31, 2022 and 2021, respectively. |
Asset Acquisitions and License
Asset Acquisitions and License Agreements | 12 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Asset Acquisitions and License Agreements | Note 5—Asset Acquisitions and License Agreements During the years ended March 31, 2022 and 2021, 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 agreement entered into between Proteovant Therapeutics, Inc. and Blueprint Medicines Corporation (“Blueprint Medicines”) 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 in-process 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 that was recognized 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 in-process Proteovant In November 2020, Proteovant Sciences, Inc. (formerly known as Pharmavant 5, Inc.) (together with its wholly owned subsidiaries, “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 acquired in-process 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. SK made the second payment of $100.0 million to Proteovant in July 2021. In February 2022, Proteovant entered into a collaboration agreement with Blueprint Medicines pursuant to which the parties will jointly research and advance up to two novel protein degrader compounds into development candidates, as well as up to two additional novel protein degrader target programs as may be mutually agreed to by the Blueprint Medicines and Proteovant (each a target program). Under the terms of the collaboration agreement, Proteovant received a nonrefundable, upfront payment of $20.0 million in March 2022 and will be eligible to receive up to an additional $632.0 million in contingent milestone payments including specified research, development, regulatory and commercialization milestones and tiered percentage royalties on a licensed product-by-licensed mid- opts-in “Opt-In opt-in ex-United Opt-In Proteovant will be performing research and development activities throughout the period until Blueprint Medicines can exercise its option to obtain a worldwide, exclusive license to develop and commercialize any licensed compound, subject to Proteovant’s Opt-In 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 (“Silicon Therapeutics”), 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 Silicon Therapeutics’ subsidiaries, Silicon SWAT, Inc. Approximately $350.0 million of the consideration was payable primarily in the C c stock at or near closing of the acquisition (the “First Tranche”). At closing of the acquisition, the Company issued 21,409,764 c s and paid approximately $14.0 million in cash, net of cash received, to Silicon Therapeutics after giving effect to certain transaction adjustments and holdbacks. The remainder of the First Tranche was paid in a combination of c s and cash as certain holdbacks were released. In November 2021, the Company transferred the remaining $100.0 million (the “Second Tranche Consideration”) to Silicon Therapeutics through a $50.0 million cash payment and the issuance of 6,348,057 of the Company’s c ommon s . 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, in-process c s in-process have no alternative future use. Accordingly, the Company recorded $399.6 million as acquired in-process In connection with the transaction, the vesting of certain outstanding Silicon Therapeutics share-based compensation awards held by employees of Silicon Therapeutics 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 Silicon Therapeutics were exchanged with restricted c 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. Priovant In September 2021, Priovant Therapeutics, Inc. (“Priovant”) entered into a license and collaboration agreement with Pfizer, Inc. (“Pfizer”) (the “Pfizer License Agreement”). The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The fair value of consideration transferred was $82.1 million, consisting of $70.0 million of preferred stock issued to Pfizer, representing a dilution-protected minority ownership interest in Priovant; a $10.0 million upfront cash payment; and $2.1 million relating to other obligations. The acquired rights, which included the licensed rights, starting materials and in-process in-process in-process Priovant is obligated to pay Pfizer a mid tens-of-millions sales milestone payment if aggregate net sales of its licensed products in Priovant’s territory in a given year exceed a mid hundreds-of-millions amount. Pfizer is obligated to pay Priovant a low tens-of-millions sales milestone payment if aggregate net sales of its licensed products outside of Priovant’s territory in a given year exceed a mid hundreds-of-millions amount. Priovant is obligated to pay Pfizer a tiered, sub-teens sub-teens Hemavant In November 2021, Hemavant Sciences GmbH (“Hemavant”), a wholly owned subsidiary of the Company, entered into a license agreement with Eisai Co., Ltd. (“Eisai”) (the “Eisai License Agreement”). Pursuant to the Eisai License Agreement, Eisai granted Hemavant (i) an exclusive, worldwide, sublicensable, royalty-bearing license under certain patents and know-how non-exclusive, know-how RVT-2001 RVT-2001 c stock sub-teens The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The acquired rights, which include the licensed rights and in-process in-process c stock in-process |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses | Note 6—Accrued Expenses Accrued expenses at March 31, 2022 and 2021 consisted of the following (in thousands): March 31, March 31, Research and development expenses $ 66,188 $ 20,755 Compensation-related expenses 44,262 38,552 Other general and administrative expenses 17,081 17,629 Total accrued expenses $ 127,531 $ 76,936 |
Long-Term Debt and Loan Commitm
Long-Term Debt and Loan Commitment | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Loan Commitment | Note 7—Long-Term Debt and Loan Commitment (A) Long-Term Debt Long-term debt, net consists of the following (in thousands): March 31, March 31, Principal amount $ 217,400 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (12,375 ) (1,210 ) Total debt, net 210,025 170,280 Less: current portion — — Total long-term debt, net $ 210,025 $ 170,280 Dermavant In May 2019, Dermavant 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 bore interest at a variable per annum rate at the greater of (i) 9.95% or (ii) the prime rate plus 4.45%. Dermavant was also obligated to pay an end of term charge of $1.4 million. Following the achievement of certain milestones, the term loan maturity was extended to June 1, 2023 with interest-only monthly payments through December 2021. All amounts outstanding under the Hercules Loan Agreement were repaid in May 2021 using the proceeds from a $40.0 million senior secured credit facility (the “Credit Facility”) entered into by Dermavant and certain of its subsidiaries in May 2021 with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. The Credit Facility has a five-year maturity and bears an interest rate of 10.0% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $5.0 million. The exit fee can be reduced to $4.0 million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of March 31, 2022. In connection with the funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 per common share. In connection with Dermavant’s acquisition of tapinarof from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and NovaQuest Co-Investment Fund VIII, L.P. (“NovaQuest”) entered into a funding agreement (the “NovaQuest Agreement”). Pursuant to the NovaQuest Agreement, Dermavant borrowed $ million in and $ million in in exchange for an obligation to make certain variable future payments calculated as a function of the achievement of regulatory and commercial milestones or events of termination. The aggregate maximum amount of regulatory milestone payments that Dermavant could be required to make under the NovaQuest Agreement is $ million, with $176.3 million due over a six-year period paid quarterly following the U.S. regulatory approval of VTAMA in May 2022. The maximum aggregate amount of commercial milestone payments is $ million. In some circumstances, Dermavant may be able to offset certain of the regulatory milestone payments with up to $ million of the commercial milestone payments. At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of March , and , the fair value of the debt was $ million and $ million, respectively. Refer to Note , “Fair Value Measurements” for additional details regarding the fair value measurement. (B) Debt Maturities Annual maturities, including the exit fee, of debt outstanding as of March 31, 2022 are as follows (in thousands). Long term debt issued 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, 2023 $ — 2024 — 2025 — 2026 — 2027 45,000 Thereafter — Total $ 45,000 (C) Loan Commitment In May 2021, Dermavant, as seller, entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with XYQ Luxco, NovaQuest Co-Investment $160.0 million in committed funding to be paid to Dermavant, conditional based on the approval of tapinarof by the FDA. VTAMA (tapinarof) cream was approved by the FDA in May 2022. Refer to Note 17, “Subsequent Events” for more information. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8—Related Party Transactions Sumitomo Dainippon Pharma Co., Ltd. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo Dainippon Pharma Co., Ltd. (“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 certain of its subsidiaries (the “Sumitomo Options”); (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 Transition Services Agreement and Strategic Cooperation Agreement In December 2019, RSL and Sumitomo completed the transactions contemplated by the transaction agreement by and between RSL and Sumitomo, dated as of October 31, 2019 (the “Sumitomo Transaction Agreement”). Concurrent with entry into the Sumitomo Transaction Agreement, RSL and Sumitomo entered into the following agreements: (i) a transition services agreement (the “TSA”), pursuant to which the parties agreed to provide certain transitional services to one another at cost for a specified period of time following the closing date and (ii) a strategic cooperation agreement (the “SCA”), providing for certain technology-related collaborations. Pursuant to the terms of the TSA and the SCA, RSL billed Sumitomo $1.0 million and $1.4 million, net of amounts billed by Sumitomo to RSL, during the years ended March 31, 2022 and 2021, respectively. Additionally, during each of the years ended March 31, 2022 and 2021, the Company paid Sumitomo a $1.0 million DrugOme access fee pursuant to the SCA. On March 1, 2022, RSL and Sumitomo amended the SCA. In connection with the amendment, RSL agreed to pay Sumitomo an aggregate of $4.5 million. This consideration was expensed during the year ended March 31, 2022. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 9—Shareholders’ Equity (A) RSL Common Stock On September 30, 2021 in connection with the closing of the Business Combination, the Company effected a 2.9262-for-1 stock subdivision based on the fixed exchange ratio established in the Business Combination. All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the stock split. Additionally, in connection with the closing of the Business Combination, the Company adjusted its authorized share capital to equal 7,000,000,000 c s 0.00000003 c s c s (B) Committed Equity Facility On February 14, 2022, the Company entered into a committed equity facility (the “Facility”) with an affiliate of Cantor Fitzgerald & Co. (“Cantor”). Under the terms of the Facility, Cantor has committed to purchase up to an aggregate of $250.0 million in the Company’s c s from time to time at the request of the Company, subject to certain limitations and the satisfaction of certain conditions. Any sales of the C c s to Cantor under the Facility will be made at 99% of the volume-weighted average price of the Company’s c s on Nasdaq on a given trading day. In consideration for entry into the Facility, the C c s . As of March 31, 2022, $250.0 million of the Company’s c s remained available for sale under the Facility. (C) Consolidated Vant Equity Transactions Immunovant In May 2020 and September 2020, Immunovant, Inc. achieved the first and second earnout milestones as defined in the share exchange agreement with Health Sciences Acquisitions Corporation. As a result, all of the 20,000,000 earnout shares of Immunovant, Inc.’s common stock were issued, including 17,547,938 shares of common stock issued to RSL. 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. Proteovant In July 2021, Proteovant collected the subscription receivable relating to the second $100.0 million payment due under a subscription agreement entered into with SK, Inc. (“SK”) in December 2020 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 10—Share-Based Compensation (A) Share-Based Compensation Expense Share-based compensation expense was as follows (in thousands): Years Ended March 31, 2022 2021 Share-based compensation expense recognized as: R&D expenses $ 63,735 $ 22,637 G&A expenses 501,221 62,321 Total $ 564,956 $ 84,958 The achievement of the liquidity event vesting condition for certain equity instruments upon the closing of the Business Combination resulted in the recognition of a one-time catch-up one-time catch-up (B) RSL Equity Incentive Plans RSL has three equity incentives plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”), and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (the “2015R Plan”) (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. Since the effective date of the RSL 2021 EIP, no further stock awards have been or will be made under the RSL 2015 EIP. Additionally, no further stock awards will be made under the 2015R Plan. As of March 31, 2022, of the Company’s c s c s of the c s c s ten-year c s All RSL c s six-month lock-up lock-up Stock Options and Performance Stock Options Activity for stock options and performance stock options under the RSL Equity Plans for the year ended March 31, 2022 is as follows: Number of Weighted Weighted Aggregate Options outstanding at March 31, 2021 69,687,308 $ 11.64 5.89 Granted 12,181,127 $ 9.76 Exercised (101,436 ) $ 4.06 Forfeited/Canceled (1,402,095 ) $ 11.86 Options outstanding at March 31, 2022 80,364,904 $ 11.37 5.50 $ 1,899 Options exercisable at March 31, 2022 39,236,351 $ 11.15 4.70 $ 1,456 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable options and the fair value of the Company’s c stock non-vested million and is expected to be recognized over a weighted-average period of approximately At March 31, 2022 and 2021, there were 39,236,351 and 16,193,146 vested stock options and performance stock options, respectively. Vesting for performance stock options was subject to a liquidity event vesting requirement in addition to time-based service requirements. The liquidity event vesting requirement was met upon closing of the Business Combination on September 30, 2021. 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. No performance stock options were granted during the years ended March 31, 2022 and 2021. Years Ended March 31, Assumptions 2022 2021 Expected stock price volatility 81.70 % 74.84 % Expected risk free interest rate 1.13 % 0.43 % Expected term, in years 6.25 6.25 Expected dividend yield — % — % Additional information regarding stock options and performance stock options is set forth below (in thousands, except per share data). Years Ended March 31, 2022 2021 Intrinsic value of options exercised $ 89 $ — Grant date fair value of options vested $ 210,487 $ 25,711 Weighted-average grant date fair value per share of stock options granted $ 6.85 $ 8.67 Restricted Stock Units and Performance Stock Units Activity for restricted stock units and performance stock units under the RSL Equity Plans for the year ended March 31, 2022 is as follows: Number of Restricted Weighted Average Non-vested 7,294,028 $ 11.86 Granted 20,948,227 $ 10.44 Vested (5,111,550 ) $ 11.60 Forfeited (1,173,956 ) $ 10.79 Non-vested 21,956,749 $ 10.63 The total fair value of restricted stock units and performance stock units vested during the year ended March 31, 2022 was $59.3 million. Vesting for both restricted stock units and performance stocks units was subject to a liquidity event vesting requirement. There were no vested restricted stock units or performance stock units at March 31, 2021 as the liquidity event vesting requirement was not met until the closing of the Business Combination on September 30, 2021. Restricted stock units vest upon the achievement of time-based service requirements. The vesting of performance stock units requires that certain performance conditions are achieved during the performance period and is subject to continued service requirements. At March 31, 2022, total unrecognized compensation expense related to non-vested Capped Value Appreciation Rights March 2020 CVAR Grants In March 2020, the Company granted capped value appreciation rights (“CVARs”) that will pay at settlement the excess in shares of (a) the lesser of (i) the fair market value of a c s million of incremental fair value. Incremental fair value associated with CVARs that do not require further service for vesting was recognized in full on March 30, 2022. The Company will recognize the incremental fair value for CVARs that require future service for vesting over the remaining requisite service period. Activity for CVARs under the RSL 2015 EIP for the year ended March 31, 2022 is as follows: Number of CVARs Weighted Average Non-service-vested 32,447,626 $ 0.72 Granted — $ — Service-vested (18,213,910 ) $ 1.22 Forfeited (435,630 ) $ 0.40 Non-service-vested 13,798,086 $ 1.25 At March 31, 2022, there were 18,213,910 service-vested CVARs. The hurdle price was not satisfied for these service-vested CVARs and as such they remain outstanding. The total fair value of CVARs that service-vested during the year ended March 31, 2022 was $22.3 million. There were no service-vested CVARs at March 31, 2021 as the liquidity event vesting requirement was not met until the closing of the Business Combination on September 30, 2021. At March 31, 2022, total unrecognized compensation expense related to non-service-vested November 2021 CVAR Grants In November 2021, the Company made one-time c s Activity for CVARs under the RSL 2021 EIP for the year ended March 31, 2022 is as follows: Number of CVARs Weighted Average Non-vested — $ — Granted 6,317,350 $ 4.95 Forfeited (32,100 ) $ 4.71 Non-vested 6,285,250 $ 4.95 At March 31, 2022, total unrecognized compensation expense related to non-vested (C) Employee Stock Purchase Plan In September 2021, the Company adopted the Roivant Sciences Ltd. Employee Stock Purchase Plan (the “RSL ESPP”), which provides for the granting of an option to purchase c s c s 13,900,000. The total number of c s 13,900,000 c s one percent of the aggregate number of c s c s c s 147,447,650 c s (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 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The loss before income taxes and the related expense/(benefit) are as follows (in thousands): Years Ended March 31, 2022 2021 Loss before income taxes: Bermuda (1) $ 390,831 $ (227,471 ) United States (747,953 ) (212,921 ) Switzerland (544,870 ) (424,494 ) Other (2) (21,755 ) (33,661 ) Total loss before income taxes $ (923,747 ) $ (898,547 ) (1) Primarily entities which are centrally managed and controlled in the United Kingdom (2) Primarily Greater China and United Kingdom activity Years Ended March 31, 2022 2021 Current taxes: Bermuda $ — $ — United States (223 ) 1,365 Switzerland — — Other (1) 592 321 Total current tax expense $ 369 $ 1,686 Deferred taxes: Bermuda $ — $ — United States — — Switzerland — — Other — — Total deferred tax benefit $ — $ — Total income tax expense $ 369 $ 1,686 (1) Primarily Greater China 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 Year Ended Income tax benefit at Bermuda statutory rate $ — — % $ — — % Foreign rate differential (1) (179,000 ) 19.38 % (150,778 ) 16.78 % Permanent disallowed IPR&D 15,347 (1.66 )% 111,432 (12.40 )% Tax-effect 15,169 (1.64 )% (22,472 ) 2.50 % Nontaxable gain on sale of investment (84,313 ) 9.13 % — — % Nontaxable gain on deconsolidation of business (958 ) 0.10 % (16,438 ) 1.83 % Nondeductible executive compensation 25,973 (2.81 )% 905 (0.10 )% Tax deficiencies (excess tax benefits) from share-based compensation 12,918 (1.40 )% (439 ) 0.05 % Other permanent adjustments 10,912 (1.18 )% 2,457 (0.28 )% Research tax credits (10,113 ) 1.09 % (10,555 ) 1.17 % Valuation allowance 205,811 (22.28 )% 85,046 (9.46 )% Tax rate changes (2,444 ) 0.26 % 2,443 (0.27 )% Other (8,933 ) 0.97 % 85 (0.01 )% Total income tax expense $ 369 (0.04 )% $ 1,686 (0.19 )% (1) Primarily related to operations in the United States, Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. The Company’s effective tax rates for the years ended March 31, 2022 and 2021 was (0.04)% and (0.19)%, 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. March 31, March 31, Deferred tax assets Research tax credits $ 27,155 $ 19,063 Intangible assets 61,544 50,564 Net operating loss 312,749 202,906 Share-based compensation 93,177 26,623 Lease liabilities 15,406 16,638 Other assets 20,651 7,303 Subtotal 530,682 323,097 Valuation allowance (512,736 ) (303,287 ) Deferred tax liabilities Depreciation (1,397 ) (1,214 ) Right-of-use (12,661 ) (13,908 ) Other liabilities (3,888 ) (4,688 ) Total deferred tax assets/(liabilities) $ — $ — The Company has Federal net operating losses in Switzerland, the United 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 $512.7 million as of March 31, 2022, representing the portion of the deferred tax asset that is not more likely than not to be realized. For the period April 1, 2021 through March 31, 2022, the valuation allowance increased by $209.4 million, primarily as a result of corresponding increases in our global net operating losses, as well as increased costs related to share-based compensation. 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. 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. The Company’s unrecognized tax benefit activity during the year ended March 31, 2022 was not material to the Company’s consolidated financial statements. There were no unrecognized tax benefits recorded as of March 31, 2021. No interest and penalties related to unrecognized tax benefits were recorded as of March 31, 2022 or March 31, 2021. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 12—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 components of operating lease expense for the Company were as follows (in thousands): Years Ended March 31, 2022 2021 Operating lease cost $ 13,649 $ 11,931 Short-term lease cost 326 237 Variable lease cost 1,227 704 Total operating lease cost $ 15,202 $ 12,872 Information related to the Company’s operating lease right-of-use assets and operating lease liabilities was as follows (in thousands, except periods and percentages): During the Year Ended March 31, 2022 2021 Cash paid for operating lease liabilities $ 14,403 $ 8,830 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 6,035 $ 5,491 March 31, 2022 March 31, 202 1 Weighted average remaining lease term (in years) 9.0 9.6 Weighted average discount rate 7.0 % 7.1 % As of March 31, 2022, maturities of operating lease liabilities were as follows (in thousands): Years Ending March 31, 2023 $ 12,714 2024 12,672 2025 10,455 2026 9,363 2027 8,680 Thereafter 46,783 Total lease payments 100,667 Less: present value adjustment (24,996 ) Less: tenant improvement allowance (1,805 ) Total $ 73,866 |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 13—Commitments and Contingencies (A) Commitments Long-Term Debt The Company is obligated to make contractual payments related to its long-term debt. Refer to Note 7, “Long-Term Debt and Loan Commitment” for further information. Lease Commitments The Company has operating leases, consisting primarily of real estate leases. Refer to Note 12, “Leases” for further information. Other Commitments In May 2021, the Company entered into a master subscription agreement with Palantir Technologies Inc. (“Palantir”) for access to Palantir’s proprietary software for a five-year period. As of March 31, 2022, the remaining minimum payments for this software subscription are $30.0 million. In November 2021, the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), entered into a Product Service Agreement with Samsung Biologics Co., Ltd. (“Samsung”) by which Samsung will manufacture and supply Immunovant with batoclimab drug substance for commercial sale and perform other manufacturing-related services with respect to batoclimab. As of March 31, 2022, the minimum purchase commitment related to this agreement is estimated to be approximately $36.0 million. The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition 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. Immunovant As the Company’s subsidiary, Immunovant, has previously disclosed, in February 2021, a putative securities class action complaint was filed against Immunovant and certain of its current and former officers in the U.S. District Court for the Eastern District of New York on behalf of a class consisting of those who acquired Immunovant’s securities from October 2, 2019 and February 1, 2021. The complaint alleged that Immunovant and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making false and misleading statements regarding the safety of batoclimab and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On December 29, 2021, the U.S. District Court appointed a lead plaintiff. On February 1, 2022, the lead plaintiff filed an amended complaint adding both (i) the Company and (ii) Immunovant’s directors and underwriters as defendants, and asserting additional claims under Section 11, 12(a)(2), and 15 of the Securities Act of 1933, which was further amended by an amended complaint filed on March 15, 2022. On May 27, 2022, defendants, including the Company, filed motions to dismiss that amended complaint. The Company intends to vigorously defend the case and has not recorded a liability related to this lawsuit because, at this time, the Company is unable to reasonably estimate possible losses or determine whether an unfavorable outcome is either probable or remote. In March 2022, Acuitas Therapeutics Inc. filed a lawsuit in the U.S. District Court for the Southern District of New York against two of the Company’s affiliates, Genevant and Arbutus, seeking a declaratory judgment that U.S. Patents 8,058,069, 8,492,359, 8,822,668, 9,006,417, 9,364,435, 9,404,127, 9,504,651, 9,518,272, and 11,141,378 are not infringed by the manufacture, use, offer for sale, sale or importation into the United States of COMIRNATY, Pfizer’s and BioNTech’s vaccine for COVID-19 (C) Indemnification Agreements The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintain director and officer liability insurance, which may cover certain liabilities arising from our obligation to indemnify our directors. The Company has not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. To date, the Company has not incurred any material costs and have not accrued any liabilities related to such obligations in the consolidated financial statements as of March 31, 2022 and 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2022 | |
Roivant Sciences Ltd. [Member] | |
Fair Value Measurements | Note 14—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, 2022 and 2021, by level, within the fair value hierarchy (in thousands): As of March 31, 2022 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,297,844 $ — $ — $ 1,297,844 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Datavant Class A units — — 193,963 193,963 — — — — Investment in Sio common shares 12,447 — — 12,447 48,487 — — 48,487 Investment in Arbutus common shares 115,765 — — 115,765 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — — — — — 76,037 — 76,037 Other investments 3,659 — — 3,659 11,129 — — 11,129 Total assets at fair value $ 1,429,715 $ — $ 193,963 $ 1,623,678 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 177,400 $ 177,400 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value (1) 18,019 — 26,893 44,912 — — 67,893 67,893 Total liabilities at fair value $ 18,019 $ — $ 204,293 $ 222,312 $ — $ — $ 217,993 $ 217,993 (1) At March 31, 2022, Level 1 includes the fair value of the Public Warrants of $18.0 million, and Level 3 includes the fair value of the Earn-Out 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, 2022 and 2021. Level 3 Disclosures The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period. The fair value of Level 3 assets and liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The changes in fair value of the Level 3 assets during the year ended March 31, 2022 were as follows (in thousands): Balance at March 31, 2021 $ — Fair value of investment in Datavant at recognition date 224,147 Changes in fair value of investment in Datavant, included in net loss (30,184 ) Balance at March 31, 2022 $ 193,963 There were no Level 3 assets held during the year ended March 31, 2021. The changes in fair value of the Level 3 liabilities during the years ended March 31, 2022 and 2021 were as follows (in thousands): 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 Fair value of liability instrument issued 38,634 Changes in fair value of debt and liability instruments, included in net loss 9,226 Settlements (88 ) Termination of DSP Options (61,472 ) Balance at March 31, 2022 $ 204,293 Investment in Datavant The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using the income approach and implementation of the option pricing method (“OPM”). The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of March 31, 2022 Volatility 110.0 % Risk-free rate 1.62 % Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of March 31, 2022 and 2021 represents the fair value of amounts payable to NovaQuest using the Monte Carlo simulation method under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 10 12 Earn-Out The fair value of the Earn-Out lock-up Earn-Out Earn-Out Point Estimate Used Input As of March 31, 2022 Volatility 82.3% Risk-free rate 2.43% As of March 31, 2022, the fair value of the Earn-Out Earn-Out Private Placement Warrants The fair value of the Private Placement Warrants issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to incorporate the redemption features as discussed in Note 3, “Business Combination with MAAC” and the added restriction by which the Company cannot redeem the Private Warrants if the Reference Value is greater than $18.00. Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of March 31, 2022 Volatility 56.5% Risk-free rate 2.43% Term (in years) 4.50 As of March 31, 2022, the fair value of the Private Placement Warrants was $9.1 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets. Sumitomo Options Prior to termination in June 2021, the fair value of the options to acquire the Company’s interest in certain of its subsidiaries, which were granted to Sumitomo under the Sumitomo Transaction Agreement, was calculated using significant unobservable inputs including the following: Range or Point Input As of March 31, 2021 Time to expiration (in years) 3.59 Risk-free rate 0.52% Volatility 89.0% - 95.0 % 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. As of March 31, 2021, the fair value of the Sumitomo Options was $62.4 million, which is included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets. See Note 8, “Related Party Transactions” for additional information. |
Other Expense, Net
Other Expense, Net | 12 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Note 15—Other Expense, Net Other expense, net was as follows (in thousands): Years Ended March 31, 2022 2021 Loss from equity method investment $ — $ 3,750 Interest income (369 ) (1,418 ) Interest expense 7,041 2,809 Other (income) expense (3,237 ) 3,560 Total $ 3,435 $ 8,701 |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 16—Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common stock equivalents is anti-dilutive. All outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss. As of March 31, 2022 and 2021, potentially dilutive securities were as follows: March 31, 2022 March 31, 2021 Stock options and performance stock options 80,364,904 69,687,308 Restricted stock units and performance stock units (non-vested) 21,956,749 7,294,028 March 2020 CVARs (1) 32,011,996 32,447,626 November 2021 CVARs 6,285,250 — Restricted c stock (non-vested) 741,405 1,720,090 Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,475,875 — Other instruments issued 5,103,577 5,458,543 (1) Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17—Subsequent Events In May 2022, VTAMA (tapinarof) cream was approved by the FDA as the first and only FDA-approved Following the approval of VTAMA cream by the FDA in May 2022, Dermavant received $160.0 million in June 2022 pursuant to the terms of the RIPSA as described in Note 7, “Long-Term Debt and Loan Commitment.” Also, as a result of FDA approval, Dermavant achieved a regulatory milestone to GSK of £100.0 million (approximately $126 million on the date of achievement), which will be paid within 70 calendar days of FDA approval. Additionally, the first sale of VTAMA cream in May 2022 resulted in the achievement of a milestone to Welichem Biotech Inc. of CAD$ 25.0 million (approximately $20 million on the date of achievement), which will be paid within 60 calendar days of the invoice date. Dermavant intends to primarily use the RIPSA proceeds for the payment of these obligations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation and Principles of Consolidation | (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 common stock ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. |
Use of Estimates | (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of March 31, 2022 and through the issuance of these consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact COVID-19 may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. |
Concentrations | (C) Concentrations Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. T he Company has long-lived assets in different geographic locations. As of March 31, 2022 and 2021, a majority of the Company’s long-lived assets were located in the United States. |
Cash, Cash Equivalents, and Restricted Cash | (D) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest bearing deposit accounts relating to the Company’s corporate credit card programs. Restricted cash classified as a long-term asset consists of restricted deposit accounts related to irrevocable standby letters of credit. As of March 31, 2021, restricted cash classified as a current asset included $ million held in escrow for the purpose of fulfilling certain indemnification obligations. The full escrow amount of $ million was disbursed to the Company in June 2021. 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, 2022 March 31, 2021 Cash and cash equivalents $ 2,060,400 $ 2,055,044 Restricted cash 13,634 86,632 Cash, cash equivalents and restricted cash $ 2,074,034 $ 2,141,676 |
Contingencies | (E) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. |
Property and Equipment | (F) Property and Equipment Property and equipment, consisting primarily of computers, laboratory and other 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 Laboratory and other equipment 5 - 10 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 | (G ) Investments Investments in equity securities may be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Investments.” |
Research and Development Expenses | (H) 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. R&D costs primarily consist of costs associated with preclinical studies and clinical trials, including amounts paid to contract research organizations, contract manufacturing organizations, and other third parties that conduct R&D activities on behalf of the Company, as well as employee-related expenses, such as salaries, share-based compensation, and benefits, for employees engaged in R&D activities. |
Acquired In-Process Research and Development Expenses | (I) Acquired In-Process For the year ended March 31, 2022, the Company began reporting acquired in-process research and development (“IPR&D”) expense as a separate line item in its consolidated statements of operations. Acquired IPR&D expenses include consideration for the purchase of IPR&D through asset acquisitions and license agreements as well as payments made in connection with asset acquisitions and license agreements upon the achievement of development milestones. These expenses were previously recorded in “Research and development” on the consolidated statements of operations. Prior periods have been revised to conform to the current period presentation. The Company evaluates in-licensed agreements for in-process research and development projects (“IPR&D”) to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expense in its consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. |
General and Administrative Expenses | (J) 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 relating to corporate matters and daily operations. G&A expenses include costs incurred relating to the identification, acquisition or in-license and technology transfer of promising drug candidates along with costs incurred relating to the integration of new technologies. |
Leases | (K) Leases The Company determines if an arrangement includes a lease at the inception of the agreement. For each of the Company’s lease arrangements, the Company records a right-of-use asset representing the Company’s right to use an underlying asset for the lease term and a lease liability representing the Company’s obligation to make lease payments. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the expected lease term. If the interest rate implicit in the Company’s leases is not readily determinable, in determining the weighted-average discount rate used to calculate the net present value of lease payments, the Company utilizes an estimate of its incremental borrowing rate. 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. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. The Company elected the practical expedient not to apply the recognition and measurement requirements to short-term leases, which is any lease with a term of one year or less as of the lease commencement date. Leases may require the Company to pay additional amounts for taxes, insurance, maintenance, and other expenses, which are generally referred to as non-lease components. The Company has elected the practical expedient to combine lease and non-lease components. If a lease includes options to extend the lease term, the Company does not assume the option will be exercised in its initial lease term assessment unless there is reasonable certainty that the Company will renew based on an assessment of economic factors present as of the lease commencement date. |
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. |
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. When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable market price or volatility of the Company’s common stock that is used in the valuation as a result of material non-public 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 shares of common stock. Since the Company has limited 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 One of the inputs to the Black-Scholes option pricing model is the fair value of the Company’s common shares. Prior to the closing of its business combination with MAAC, as a privately held company, the Company estimated the fair value of the shares of common stock underlying its share-based awards on each grant date. 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 exercised reasonable judgment and considered 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 considered 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. The Company applies a similar methodology to estimate the fair value of the shares of common stock underlying share-based awards issued by its privately held Vants. Following the closing of the Company’s business combination with MAAC, RSL’s common shares became publicly traded and the Company began determining the fair value of each common share underlying share-based awards based on the closing price of its common shares as reported by Nasdaq on the date of grant. Therefore, it will not be necessary to determine the fair value of the new stock-based award pursuant to the methodology described above. |
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 common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 4, “Investments”); liability instruments issued, including the Roivant Warrants and Earn-Out 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. In October 2021, shares of Arbutus’ Series A participating convertible preferred shares (“Arbutus Preferred Shares”) held by the Company were converted into shares of common stock of Arbutus pursuant to mandatory conversion provisions. Prior to conversion, the Arbutus Preferred Shares held by the Company were classified as Level 2 as the fair value of such preferred shares was determined based upon the quoted market price of Arbutus common stock into which such preferred shares were convertible. The shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 4, “Investments”), and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 3, “Business Combination with MAAC”), are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. The Public Warrants are publicly traded and therefore are classified as Level 1 as the Public Warrants have a readily determinable fair value. Cash, accounts payable, and the 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 was based on a fixed monetary amount, and payment was based solely on the passage of time. The deferred consideration liability was settled in November 2021 by payment of $50.0 million in cash as well as the issuance of 6,348,057 of the Company’s c s 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 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 recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee. 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. 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, 2022 and 2021. Trade receivables, net is included in “Other current assets” on the accompanying consolidated balance sheets. |
Warrant Liabilities | (Q) Warrant Liabilities The Company classifies the Roivant Warrants as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the consolidated statements of operations. The Company will continue to adjust the carrying value of the liability associated with the Roivant Warrants for changes in the fair value until the earlier of a) the exercise or expiration of the Roivant Warrants or b) the redemption of the Roivant Warrants. Issuance costs incurred that were attributable to the Roivant Warrants were expensed as incurred. |
Recently Adopted Accounting Pronouncements | (R) Recently Adopted Accounting Pronouncements 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 March 31, 2021 Cash and cash equivalents $ 2,060,400 $ 2,055,044 Restricted cash 13,634 86,632 Cash, cash equivalents and restricted cash $ 2,074,034 $ 2,141,676 |
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 Laboratory and other equipment 5 - 10 years Furniture and fixtures 7 years Software 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at March 31, 2022 and 2021 consisted of the following (in thousands): March 31, March 31, Research and development expenses $ 66,188 $ 20,755 Compensation-related expenses 44,262 38,552 Other general and administrative expenses 17,081 17,629 Total accrued expenses $ 127,531 $ 76,936 |
Long-Term Debt and Loan Commi_2
Long-Term Debt and Loan Commitment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt, net consists of the following (in thousands): March 31, March 31, Principal amount $ 217,400 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (12,375 ) (1,210 ) Total debt, net 210,025 170,280 Less: current portion — — Total long-term debt, net $ 210,025 $ 170,280 |
Schedule of Company's Annual Payments | Annual maturities, including the exit fee, of debt outstanding as of March 31, 2022 are as follows (in thousands). Long term debt issued 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, 2023 $ — 2024 — 2025 — 2026 — 2027 45,000 Thereafter — Total $ 45,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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. No performance stock options were granted during the years ended March 31, 2022 and 2021. Years Ended March 31, Assumptions 2022 2021 Expected stock price volatility 81.70 % 74.84 % Expected risk free interest rate 1.13 % 0.43 % Expected term, in years 6.25 6.25 Expected dividend yield — % — % |
Summary of Stock Option Activity | Activity for stock options and performance stock options under the RSL Equity Plans for the year ended March 31, 2022 is as follows: Number of Weighted Weighted Aggregate Options outstanding at March 31, 2021 69,687,308 $ 11.64 5.89 Granted 12,181,127 $ 9.76 Exercised (101,436 ) $ 4.06 Forfeited/Canceled (1,402,095 ) $ 11.86 Options outstanding at March 31, 2022 80,364,904 $ 11.37 5.50 $ 1,899 Options exercisable at March 31, 2022 39,236,351 $ 11.15 4.70 $ 1,456 |
Summary of Restricted Stock Units | Activity for restricted stock units and performance stock units under the RSL Equity Plans for the year ended March 31, 2022 is as follows: Number of Restricted Weighted Average Non-vested 7,294,028 $ 11.86 Granted 20,948,227 $ 10.44 Vested (5,111,550 ) $ 11.60 Forfeited (1,173,956 ) $ 10.79 Non-vested 21,956,749 $ 10.63 |
Summary of Fair Value of Vested Stock Option | Additional information regarding stock options and performance stock options is set forth below (in thousands, except per share data). Years Ended March 31, 2022 2021 Intrinsic value of options exercised $ 89 $ — Grant date fair value of options vested $ 210,487 $ 25,711 Weighted-average grant date fair value per share of stock options granted $ 6.85 $ 8.67 |
Summary of Share-Based Compensation Expense | Share-based compensation expense was as follows (in thousands): Years Ended March 31, 2022 2021 Share-based compensation expense recognized as: R&D expenses $ 63,735 $ 22,637 G&A expenses 501,221 62,321 Total $ 564,956 $ 84,958 |
CVARs [Member] | 2015 EIP [Member] | |
Summary of Capped Value Appreciation Rights | Activity for CVARs under the RSL 2015 EIP for the year ended March 31, 2022 is as follows: Number of CVARs Weighted Average Non-service-vested 32,447,626 $ 0.72 Granted — $ — Service-vested (18,213,910 ) $ 1.22 Forfeited (435,630 ) $ 0.40 Non-service-vested 13,798,086 $ 1.25 |
CVARs [Member] | 2021 EIP [Member] | |
Summary of Capped Value Appreciation Rights | Activity for CVARs under the RSL 2021 EIP for the year ended March 31, 2022 is as follows: Number of CVARs Weighted Average Non-vested — $ — Granted 6,317,350 $ 4.95 Forfeited (32,100 ) $ 4.71 Non-vested 6,285,250 $ 4.95 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
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, 2022 2021 Loss before income taxes: Bermuda (1) $ 390,831 $ (227,471 ) United States (747,953 ) (212,921 ) Switzerland (544,870 ) (424,494 ) Other (2) (21,755 ) (33,661 ) Total loss before income taxes $ (923,747 ) $ (898,547 ) (1) Primarily entities which are centrally managed and controlled in the United Kingdom (2) Primarily Greater China and United Kingdom activity Years Ended March 31, 2022 2021 Current taxes: Bermuda $ — $ — United States (223 ) 1,365 Switzerland — — Other (1) 592 321 Total current tax expense $ 369 $ 1,686 Deferred taxes: Bermuda $ — $ — United States — — Switzerland — — Other — — Total deferred tax benefit $ — $ — Total income tax expense $ 369 $ 1,686 |
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 Year Ended Income tax benefit at Bermuda statutory rate $ — — % $ — — % Foreign rate differential (1) (179,000 ) 19.38 % (150,778 ) 16.78 % Permanent disallowed IPR&D 15,347 (1.66 )% 111,432 (12.40 )% Tax-effect 15,169 (1.64 )% (22,472 ) 2.50 % Nontaxable gain on sale of investment (84,313 ) 9.13 % — — % Nontaxable gain on deconsolidation of business (958 ) 0.10 % (16,438 ) 1.83 % Nondeductible executive compensation 25,973 (2.81 )% 905 (0.10 )% Tax deficiencies (excess tax benefits) from share-based compensation 12,918 (1.40 )% (439 ) 0.05 % Other permanent adjustments 10,912 (1.18 )% 2,457 (0.28 )% Research tax credits (10,113 ) 1.09 % (10,555 ) 1.17 % Valuation allowance 205,811 (22.28 )% 85,046 (9.46 )% Tax rate changes (2,444 ) 0.26 % 2,443 (0.27 )% Other (8,933 ) 0.97 % 85 (0.01 )% Total income tax expense $ 369 (0.04 )% $ 1,686 (0.19 )% (1) Primarily related to operations in the United States, Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. |
Schedule of Company's net deferred tax assets | Significant components of the deferred tax assets (liabilities) at March 31, 2022 and 2021 are as follows (in thousands): March 31, March 31, Deferred tax assets Research tax credits $ 27,155 $ 19,063 Intangible assets 61,544 50,564 Net operating loss 312,749 202,906 Share-based compensation 93,177 26,623 Lease liabilities 15,406 16,638 Other assets 20,651 7,303 Subtotal 530,682 323,097 Valuation allowance (512,736 ) (303,287 ) Deferred tax liabilities Depreciation (1,397 ) (1,214 ) Right-of-use (12,661 ) (13,908 ) Other liabilities (3,888 ) (4,688 ) Total deferred tax assets/(liabilities) $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 Operating lease cost $ 13,649 $ 11,931 Short-term lease cost 326 237 Variable lease cost 1,227 704 Total operating lease cost $ 15,202 $ 12,872 |
Summary of Operating Lease ROU Assets and Operating Lease Liabilities | Information related to the Company’s operating lease right-of-use assets and operating lease liabilities was as follows (in thousands, except periods and percentages): During the Year Ended March 31, 2022 2021 Cash paid for operating lease liabilities $ 14,403 $ 8,830 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 6,035 $ 5,491 March 31, 2022 March 31, 202 1 Weighted average remaining lease term (in years) 9.0 9.6 Weighted average discount rate 7.0 % 7.1 % |
Schedule of Maturities of Operating Lease Liabilities | As of March 31, 2022, maturities of operating lease liabilities were as follows (in thousands): Years Ending March 31, 2023 $ 12,714 2024 12,672 2025 10,455 2026 9,363 2027 8,680 Thereafter 46,783 Total lease payments 100,667 Less: present value adjustment (24,996 ) Less: tenant improvement allowance (1,805 ) Total $ 73,866 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021, by level, within the fair value hierarchy (in thousands): As of March 31, 2022 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,297,844 $ — $ — $ 1,297,844 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Datavant Class A units — — 193,963 193,963 — — — — Investment in Sio common shares 12,447 — — 12,447 48,487 — — 48,487 Investment in Arbutus common shares 115,765 — — 115,765 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — — — — — 76,037 — 76,037 Other investments 3,659 — — 3,659 11,129 — — 11,129 Total assets at fair value $ 1,429,715 $ — $ 193,963 $ 1,623,678 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 177,400 $ 177,400 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value (1) 18,019 — 26,893 44,912 — — 67,893 67,893 Total liabilities at fair value $ 18,019 $ — $ 204,293 $ 222,312 $ — $ — $ 217,993 $ 217,993 (1) At March 31, 2022, Level 1 includes the fair value of the Public Warrants of $18.0 million, and Level 3 includes the fair value of the Earn-Out |
Schedule of Change IN Fair Value Of The Level 3 Assets | The changes in fair value of the Level 3 assets during the year ended March 31, 2022 were as follows (in thousands): Balance at March 31, 2021 $ — Fair value of investment in Datavant at recognition date 224,147 Changes in fair value of investment in Datavant, included in net loss (30,184 ) Balance at March 31, 2022 $ 193,963 |
Schedule of change in the fair value of the derivative warrant liabilities | There were no Level 3 assets held during the year ended March 31, 2021. The changes in fair value of the Level 3 liabilities during the years ended March 31, 2022 and 2021 were as follows (in thousands): 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 Fair value of liability instrument issued 38,634 Changes in fair value of debt and liability instruments, included in net loss 9,226 Settlements (88 ) Termination of DSP Options (61,472 ) Balance at March 31, 2022 $ 204,293 |
Private Placement Warrants [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | The fair value of the Private Placement Warrants issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to incorporate the redemption features as discussed in Note 3, “Business Combination with MAAC” and the added restriction by which the Company cannot redeem the Private Warrants if the Reference Value is greater than $18.00. Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of March 31, 2022 Volatility 56.5% Risk-free rate 2.43% Term (in years) 4.50 |
Earnout Shares [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | The fair value of the Earn-Out lock-up Earn-Out Earn-Out Point Estimate Used Input As of March 31, 2022 Volatility 82.3% Risk-free rate 2.43% |
Datavant [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using the income approach and implementation of the option pricing method (“OPM”). The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of March 31, 2022 Volatility 110.0 % Risk-free rate 1.62 % |
Sumitomo Options [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | Prior to termination in June 2021, the fair value of the options to acquire the Company’s interest in certain of its subsidiaries, which were granted to Sumitomo under the Sumitomo Transaction Agreement, was calculated using significant unobservable inputs including the following: Range or Point Input As of March 31, 2021 Time to expiration (in years) 3.59 Risk-free rate 0.52% Volatility 89.0% - 95.0 % |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Summary of Other Expense, Net From Continuing Operations | Other expense, net was as follows (in thousands): Years Ended March 31, 2022 2021 Loss from equity method investment $ — $ 3,750 Interest income (369 ) (1,418 ) Interest expense 7,041 2,809 Other (income) expense (3,237 ) 3,560 Total $ 3,435 $ 8,701 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of potentially dilutive securities | As of March 31, 2022 and 2021, potentially dilutive securities were as follows: March 31, 2022 March 31, 2021 Stock options and performance stock options 80,364,904 69,687,308 Restricted stock units and performance stock units (non-vested) 21,956,749 7,294,028 March 2020 CVARs (1) 32,011,996 32,447,626 November 2021 CVARs 6,285,250 — Restricted c stock (non-vested) 741,405 1,720,090 Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,475,875 — Other instruments issued 5,103,577 5,458,543 (1) Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs. |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 USD ($) Segment | Mar. 31, 2021 USD ($) | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating and reporting segments | Segment | 1 | ||
Cash and cash equivalents | $ 2,060,400 | $ 2,055,044 | |
Accumulated deficit | [1] | (2,763,724) | (1,918,462) |
Net loss | [1] | $ (924,116) | $ (900,233) |
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Nov. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Schedule Of Accounting Policies [Line Items] | |||
Escrowed deposit | $ 75 | ||
Proceeds from release of escrow deposit | $ 75 | ||
Cash paid to settle deferred consideration liability | $ 50 | ||
Common Stock [Member] | |||
Schedule Of Accounting Policies [Line Items] | |||
Stock issued during period shares to settle deferred consideration liability | 6,348,057 |
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, 2022 | Mar. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 2,060,400 | $ 2,055,044 |
Restricted cash | 13,634 | 86,632 |
Cash, cash equivalents and restricted cash | $ 2,074,034 | $ 2,141,676 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail) | 12 Months Ended |
Mar. 31, 2022 | |
Computer [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Laboratory and other equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Laboratory and other equipment | Minimum [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 |
Business Combination with MAAC
Business Combination with MAAC - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | May 31, 2021 $ / shares | ||
Business Combination with M A A C [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 0.01 | |||
Stock Issued During Period, Value, New Issues | $ | [1] | $ 57,167 | $ 301,744 | |
Common Stock Warrants | shares | 60,021 | |||
Roivant Common Shares [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 | |||
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Number of trading days to meet earn out price threshold | 20 days | |||
Trading day period for earn out shares | 30 days | |||
Earn-Out share price | $ 15 | |||
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Trading day period for earn out shares | 30 days | |||
Earn-Out share price | $ 20 | |||
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | shares | 10,000 | |||
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | shares | 5,000 | |||
MAAC Sponsor [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | shares | 2,033,591 | |||
MAAC Sponsor [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | shares | 1,016,796 | |||
MAAC Sponsor [Member] | Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Portion of Share Subject to Earnout | 20% | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Portion of Share Subject to Earnout | 20% | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Ten Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Portion of Share Subject to Earnout | 10% | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period One [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of shares subject to lock-up for defined period of time | 25% | |||
Lock Up Period of Common Shares | 6 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of shares subject to lock-up for defined period of time | 25% | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | Minimum [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Lock Up Period of Common Shares | 12 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | Maximum [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Lock Up Period of Common Shares | 6 years | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Three [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of shares subject to lock-up for defined period of time | 50% | |||
Lock Up Period of Common Shares | 36 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Four [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of warrants subject to lock-up for defined period of time | 25% | |||
Lock up period ,warrants | 6 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Five [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of warrants subject to lock-up for defined period of time | 25% | |||
Lock up period ,warrants | 12 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Six [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of warrants subject to lock-up for defined period of time | 50% | |||
Lock up period ,warrants | 36 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Seven [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of shares subject to lock-up for defined period of time | 25% | |||
Lock Up Period of Common Shares | 6 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Eight [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of shares subject to lock-up for defined period of time | 25% | |||
Lock Up Period of Common Shares | 12 months | |||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Nine [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Percentage of shares subject to lock-up for defined period of time | 50% | |||
Lock Up Period of Common Shares | 36 months | |||
Roivant Warrant [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Time To Warrant Exercisability | 30 days | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Private Placement Warrants [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 11.5 | |||
Class of Warrant or Right, Outstanding | shares | 10,214,365 | |||
Private Placement Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock price trigger for redemption of warrant | $ 18 | |||
Public Warrants [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 11.5 | |||
Class of Warrant or Right, Outstanding | shares | 20,535,896 | |||
Redemption of Roivant Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock price trigger for redemption of warrant | $ 18 | |||
Number of trading days to meet warrant redemption threshold | 20 days | |||
Trading day period for warrant redemption | 30 days | |||
Class of warrants, redemption price per unit | $ 0.01 | |||
Class of warrants, redemption notice period | 30 days | |||
Redemption of Roivant Warrants [Member] | Share Price Equal or Exceeds Ten Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock price trigger for redemption of warrant | $ 10 | |||
Class of warrants, redemption price per unit | $ 0.1 | |||
Class of warrants, redemption notice period | 30 days | |||
Redemption of Roivant Warrants [Member] | Roivant Common Shares [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Period for fair market value determination | 10 days | |||
Maximum redemption feature per warrant | $ 0.361 | |||
Maac Class A Shares [Member] | Roivant Warrant [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Exercise price of warrants (in dollars per share) | 11.5 | |||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Dollar [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Share Redemption Trigger Price | $ 18 | |||
Common Class A [Member] | Roivant Warrant [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Time To Warrant Exercisability | 30 days | |||
Montes Archimedes Acquisition Corp. [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 | |||
Allocation of transaction costs incurred to warrants and earn-out shares | $ | $ 7,400 | |||
Montes Archimedes Acquisition Corp. [Member] | PIPE Financing [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | shares | 22,000,000 | |||
Share Price | $ 10 | |||
Stock Issued During Period, Value, New Issues | $ | $ 220,000 | |||
Cash received | $ | 213,400 | |||
Costs Incurred Related To Financing | $ | $ 24,400 | |||
Montes Archimedes Acquisition Corp. [Member] | Maac Class B Shares [Member] | Roivant Common Shares [Member] | ||||
Business Combination with M A A C [Line Items] | ||||
Exchange Ratio Of MAAC Class B To Roivant Common Shares | 0.75 | |||
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Jul. 27, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Oct. 31, 2017 | |
Investments [Line Items] | |||||||
Aggregate fair value investment | $ 325,834 | $ 188,978 | |||||
Carrying value of long-term investment | $ 0 | $ 100,563 | |||||
Common stock acquired | 694,975,965 | 651,576,293 | |||||
Datavant Merger [Member] | |||||||
Investments [Line Items] | |||||||
Proceeds from sale of investment | $ 320,000 | ||||||
Gain on measurement of investment | $ 443,800 | ||||||
Datavant Merger [Member] | Combined Company [Member] | |||||||
Investments [Line Items] | |||||||
Equity method investment ownership percentage | 17% | ||||||
Other Investments [Member] | |||||||
Investments [Line Items] | |||||||
Aggregate fair value investment | $ 3,700 | $ 11,100 | |||||
Arbutus Biopharma Corporation [Member] | |||||||
Investments [Line Items] | |||||||
Preferred stock Owned, Balance, Shares of Arbutus | 1,164,000 | ||||||
Aggregate fair value investment | 115,800 | 129,400 | |||||
Unrealized gain (loss) on investments | $ (13,600) | $ 90,200 | |||||
Closing price of common stock | $ 2.98 | $ 3.33 | |||||
Equity method investment ownership percentage | 26% | ||||||
Common stock acquired | 16,013,540 | ||||||
Investment owned conversion includes both preferred stock and common stock | 22,833,922 | ||||||
Sio Gene Therapies Inc [Member] | |||||||
Investments [Line Items] | |||||||
Aggregate fair value investment | $ 12,400 | $ 48,500 | |||||
Unrealized gain (loss) on investments | $ (36,100) | $ 3,200 | |||||
Closing price of common stock | $ 0.67 | $ 2.61 | |||||
Equity method investment ownership percentage | 25% | ||||||
Datavant Holdings, Inc [Member] | |||||||
Investments [Line Items] | |||||||
Aggregate fair value investment | $ 224,100 | $ 193,900 | $ 99,000 | ||||
Unrealized gain (loss) on investments | $ (30,200) | ||||||
Gain on deconsolidation | $ 86,500 | ||||||
Carrying value of long-term investment | $ 100,600 |
Asset Acquisitions and Licens_2
Asset Acquisitions and License Agreements -Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Jul. 31, 2020 | Nov. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Jul. 31, 2020 | Apr. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2020 | ||
Business Acquisition [Line Items] | |||||||||||||
Stock issued, value | [1] | $ 57,167 | $ 301,744 | ||||||||||
Gain (loss) on remeasurement of investment | (87,291) | 95,533 | |||||||||||
Acquired in process research and development expense | $ 82,100 | 139,894 | 596,132 | ||||||||||
Share-based compensation expense | 564,956 | 84,958 | |||||||||||
Pharmanvanth Seven Gmbh [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired in process research and development expense | 14,100 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 6,100 | ||||||||||||
Stock shares issued during the period asset acquisition | 874,957 | ||||||||||||
Stock shares issued value during the period asset acquisition | $ 6,100 | ||||||||||||
Payable for each additional product indication | 18,000 | ||||||||||||
Pharmanvanth Seven Gmbh [Member] | Commercial Milestone [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Milestone payment payable | 295,000 | ||||||||||||
Pharmanvanth Seven Gmbh [Member] | Development And Regulatory Milestone [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Milestone payment payable | 65,000 | ||||||||||||
Hemavant Sciences GmbH [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to asset acquisition | 8,000 | ||||||||||||
Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable | $ 7,000 | ||||||||||||
Shares Issued, Price Per Share | $ 8 | ||||||||||||
Silicon Therapeutics [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares issued in business combination | 21,409,764 | ||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, accounts payable | $ 281,700 | 281,700 | |||||||||||
Silicon Therapeutics [Member] | First Tranche [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Asset acquisition, consideration transferred, liabilities incurred | 350,000 | ||||||||||||
Silicon Therapeutics [Member] | Second Tranche [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares issued in business combination | 6,348,057 | ||||||||||||
Priovant [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Asset acquisition, consideration transferred, liabilities incurred | 2,100 | ||||||||||||
Silicon Therapeutics [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, consideration transferred | 450,000 | ||||||||||||
Acquired in process research and development expense | 399,600 | ||||||||||||
Payment to acquire business, net | 14,000 | 15,600 | |||||||||||
Business Acquisition, recognized identifiable assets acquired and liabilities assumed, assets | 402,400 | 402,400 | |||||||||||
Stock Issued During Period, Value, Acquisitions | 105,100 | ||||||||||||
Share-based compensation expense | 23,500 | ||||||||||||
Fair value of common shares | 22,600 | 22,600 | |||||||||||
Fair value of restricted stock | 15,600 | ||||||||||||
Stock shares issued value during the period asset acquisition | 105,100 | ||||||||||||
Silicon Therapeutics [Member] | Second Tranche [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, consideration transferred | $ 100,000 | ||||||||||||
Cash Payment | $ 50,000 | ||||||||||||
Priovant [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to asset acquisition | 10,000 | ||||||||||||
Acquired in process research and development expense | 82,100 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | 70,000 | ||||||||||||
Stock shares issued value during the period asset acquisition | $ 70,000 | ||||||||||||
Genevant Sciences Ltd [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity ownership interest, additional cash contribution | $ 38,700 | ||||||||||||
Notes receivable, related parties | $ 20,100 | ||||||||||||
Stock issued | 74,272,043 | ||||||||||||
Stock issued, value | $ 20,500 | ||||||||||||
Aggregate principal amount of notes converted | $ 15,100 | ||||||||||||
Notes converted, shares issued | 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 | ||||||||||||
Fair value of noncontrolling interests | 9,200 | 9,200 | |||||||||||
Cash paid for common shares | 20,500 | ||||||||||||
Business acquisition, consideration transferred | $ 58,500 | ||||||||||||
Acquired in process research and development expense | 41,400 | ||||||||||||
Genevant Sciences Ltd [Member] | Arbutus Biopharma Corporation [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock issued | 9,057,566 | ||||||||||||
Stock issued, value | $ 2,500 | ||||||||||||
ProteoVant Sciences, Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to asset acquisition | 101,200 | ||||||||||||
Future development and commercial milestone payments | $ 100,000 | ||||||||||||
Aggregate principal amount of notes converted | $ 11,500 | ||||||||||||
Acquired in process 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% | ||||||||||||
Subscription receivable | $ 100,000 | ||||||||||||
ProteoVant Sciences, Inc [Member] | Collaboration Agreement With Blueprint Medicines [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Nonrefundable, upfront payment | 20,000 | ||||||||||||
Collaboration Agreement Additional Contingent Milestone Payments Eligible To Receive | 632,000 | ||||||||||||
Deferred revenue | $ 20,000 | ||||||||||||
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] | |||||||||||||
Payments to asset acquisition | 40,000 | ||||||||||||
Newly issued shares | 20,000 | ||||||||||||
Affivant Sciences [Member] | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Future development and commercial milestone payments | $ 2,000,000 | ||||||||||||
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Accrued Liabilities [Line Items] | ||
Total accrued expenses | $ 127,531 | $ 76,936 |
R&D Expenses [Member] | ||
Accrued Liabilities [Line Items] | ||
Total accrued expenses | 66,188 | 20,755 |
Employee Related Expenses [Member] | ||
Accrued Liabilities [Line Items] | ||
Total accrued expenses | 44,262 | 38,552 |
Other General and Administrative Expenses [Member] | ||
Accrued Liabilities [Line Items] | ||
Total accrued expenses | $ 17,081 | $ 17,629 |
Long-Term Debt and Loan Commi_3
Long-Term Debt and Loan Commitment - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | May 31, 2021 | Mar. 31, 2021 |
Long-term Debt, Unclassified [Abstract] | |||
Principal amount | $ 217,400 | $ 170,100 | |
Exit fee / end of term charge | 5,000 | $ 5,000 | 1,390 |
Less: unamortized debt discount and issuance costs | (12,375) | (1,210) | |
Total debt, net | 210,025 | 170,280 | |
Less: current portion | 0 | 0 | |
Total long term debt, net | $ 210,025 | $ 170,280 |
Long-Term Debt and Loan Commi_4
Long-Term Debt and Loan Commitment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||||
May 01, 2021 | May 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2019 | Oct. 31, 2018 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 20,000 | ||||||
Debt interest rate | 9.95% | ||||||
Debt Instrument, Fee Amount | $ 4,000 | $ 1,400 | |||||
Debt Instrument Exit Fee and End of Term Charge | $ 5,000 | $ 5,000 | $ 1,390 | ||||
Proceeds from credit facility | $ 40,000 | ||||||
Interest rate | 10% | ||||||
Debt Instrument, Term | 5 years | ||||||
Class of warrants or rights number of shares called by each warrant or right | 1,199,072 | ||||||
Class of Warrant or Right, Exercise Price per share | $ 0.01 | ||||||
Revenue Interest Purchase and Sale Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Securities Purchased under Agreements to Resell | $ 160,000 | ||||||
Committed funding under RIPSA | $ 344,000 | ||||||
Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.45% | ||||||
NovaQuest Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 17,500 | $ 100,000 | |||||
Debt fair value | 177,400 | $ 150,100 | |||||
NovaQuest Agreement [Member] | Regulatory Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | 440,600 | ||||||
Possible offset of regulatory milestone payments with commercial milestone | 88,100 | ||||||
Milestone payment due over six year period | $ 176,300 | ||||||
NovaQuest Agreement [Member] | Commercial Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | $ 141,000 |
Long-Term Debt and Loan Commi_5
Long-Term Debt and Loan Commitment - Schedule of Company's Annual Payments (Detail) $ in Thousands | Mar. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 45,000 |
Thereafter | 0 |
Total | $ 45,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Gain on termination of Sumitomo Options | $ 66,472 | $ 0 | ||
Asset Purchase Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consideration received in cash | $ 5,000 | |||
Gain on termination of Sumitomo Options | 66,500 | |||
Transition Services And Strategic Cooperation Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred and recorded as offsets to general and administrative expenses | 1,000 | 1,400 | ||
Sumitomo [Member] | Transition Services And Strategic Cooperation Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Access fee paid pursuant to strategic cooperation agreement | $ 1,000 | $ 1,000 | ||
Agreement related to amendment terms additional consideration received by subsidiary | $ 4,500 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 14, 2022 USD ($) shares | Sep. 30, 2020 USD ($) $ / shares shares | May 31, 2020 USD ($) $ / shares shares | Apr. 30, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 $ / shares shares | Jul. 01, 2021 USD ($) | May 31, 2021 $ / shares | Dec. 31, 2020 USD ($) | ||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 0.01 | |||||||||
Common stock issued | 694,975,965 | 651,576,293 | ||||||||
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 | ||||||||
Common stock, par or stated value per share | $ / shares | $ 0.00 | $ 0.00 | ||||||||
Cantor Fitzgerald Co. [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase Obligation | $ | $ 250 | |||||||||
Percentage of common shares volume-weighted average price | 99% | |||||||||
Upfront commitment fee number of shares issued | shares | 145,986 | |||||||||
Common Shares Value Available For Sale | $ | $ 250 | |||||||||
Sk [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Subscription Received | $ | $ 100 | |||||||||
Equity Method Investments | $ | $ 200 | |||||||||
Equity Method Investment, Ownership Percentage | 40% | |||||||||
Common Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Public offering shares of common stock | [1] | 7,369,000 | 21,077,155 | |||||||
Roivant Common Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 7,000,000,000 | |||||||||
Common stock, par or stated value per share | $ / shares | $ 0.00 | |||||||||
Common Stock, Voting Rights | one vote | |||||||||
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 | |||||||||
Underwritten Public Offering [Member] | Common Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Public offering shares of common stock | 380,000 | 1,034,483 | ||||||||
Net proceeds of common stock | $ | $ 12.5 | $ 15 | ||||||||
Immunovant, Inc [Member] | Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of outstanding warrants | 5,750,000 | 5,719,145 | ||||||||
Warrant exercise price per share | $ / shares | $ 11.5 | |||||||||
Number of exercisable outstanding warrants | 11,500,000 | 11,438,290 | ||||||||
Proceeds of warrants | $ | $ 65.8 | |||||||||
Class Of Warrant Or Right Canceled | 61,710 | |||||||||
Immunovant, Inc [Member] | Underwritten Public Offering [Member] | Common Shares [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock per share | $ / shares | $ 33 | $ 14.5 | ||||||||
Public offering shares of common stock | 6,060,606 | 9,613,365 | ||||||||
Net proceeds of common stock | $ | $ 188.1 | $ 131 | ||||||||
Immunovant Sciences Ltd [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued | 20,000,000 | 17,547,938 | ||||||||
[1]Retroactively restated for the stock subdivision as described in Note 3. |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 564,956,000 | $ 84,958,000 | ||
Fair value of options | $ 210,487,000 | $ 25,711,000 | ||
Employee Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares reserved for future issuance | 13,900,000 | |||
Percentage of outstanding stock increase | 1% | |||
Increment of employee stock purchase plan | 13,900,000 | |||
Employee stock purchase plan maximum number of common shares issuable | 147,447,650 | |||
Achievement Of Liquidity Event Vesting Condition Upon Closing Of Business Combination [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
One time catch up expense | $ 372,900,000 | |||
Stock Options And Performance Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining weighted-average service period | 2 years 7 months 17 days | |||
Unrecognized compensation expense | $ 149,700,000 | |||
Stock options exercisable | 39,236,351 | 16,193,146 | ||
Restricted Stock Units And Performance Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining weighted-average service period | 2 years 11 months 19 days | |||
Unrecognized compensation expense | $ 155,800,000 | |||
Fair value of options | 59,300,000 | $ 0 | ||
Subsidiary Equity Incentive Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 47,400,000 | $ 29,100,000 | ||
March 2020 CVARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental fair value after march two thousand and twenty capped value appreciation rights amendment. | $ 16,900,000 | |||
2015 EIP [Member] | CVARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining weighted-average service period | 1 year 8 months 26 days | |||
Unrecognized compensation expense | $ 10,100,000 | |||
Service-vested | 18,213,910 | 0 | ||
Total fair value of CVARs that service-vested during the year | $ 22,300,000 | |||
Subsidiary EIPs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 134,500,000 | |||
2021 EIP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares reserved for future issuance | 59,373,756 | |||
Common shares available for grant | 69,300,000 | |||
Percentage of outstanding stock increase | 5% | |||
2021 EIP [Member] | CVARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based award weighted average intrinsic value of equity instruments other than options granted | 6,317,350 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Fair Value Assumptions (Detail) - Stock Option [Member] | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 81.70% | 74.84% |
Expected risk free interest rate | 1.13% | 0.43% |
Expected term | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 0% | 0% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Fair Value of Vested Stock Option (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Intrinsic value of options exercised | $ 89 | $ 0 |
Grant date fair value of stock options vested | $ 210,487 | $ 25,711 |
Weighted-average grant date fair value per share of stock options granted | $ 6.85 | $ 8.67 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock And Performance Stock Units [Member] - R S L Equity Plans Member | 12 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | shares | 7,294,028 |
Granted | shares | 20,948,227 |
Vested | shares | (5,111,550) |
Forfeited | shares | (1,173,956) |
Non-vested balance, ending | shares | 21,956,749 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 11.86 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10.44 |
Weighted Average Grant Date Fair Value, vested | $ / shares | 11.6 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 10.79 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 10.63 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Performance Options Activity (Detail) - Stock options and performance stock options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding , Options exercisable | 39,236,351 | 16,193,146 |
R S L Equity Plans Member | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding ,Beginning balance | 69,687,308 | |
Options Granted | 12,181,127 | |
Exercised | (101,436) | |
Options Forfeited | (1,402,095) | |
Stock options outstanding , Ending balance | 80,364,904 | 69,687,308 |
Stock options outstanding , Options exercisable | 39,236,351 | |
Weighted average exercise price, Beginning balance | $ 11.64 | |
Weighted average exercise price, Granted | 9.76 | |
Weighted average exercise price, Exercised | 4.06 | |
Weighted average exercise price, Forfeited/Canceled | 11.86 | |
Weighted average exercise price, Ending balance | 11.37 | $ 11.64 |
Weighted average exercise price, Options exercisable | $ 11.15 | |
Weighted Average Remaining Contractual Life | 5 years 6 months | 5 years 10 months 20 days |
Weighted Average Remaining Contractual Life , Options exercisable | 4 years 8 months 12 days | |
Aggregate Intrinsic Value , Ending balance | $ 1,899 | |
Aggregate Intrinsic Value , Options exercisable | $ 1,456 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
2015 EIP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested balance, beginning | 32,447,626 | |
Granted | 0 | |
Forfeited | (435,630) | |
Vested | (18,213,910) | 0 |
Non-vested balance, ending | 13,798,086 | 32,447,626 |
Non-vested units, Beginning balance | $ 0.72 | |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, forfeited | 0.4 | |
Non-vested units , Ending balance | 1.25 | $ 0.72 |
Weighted average grant date fair value, Service-vested | $ 1.22 | |
2021 EIP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested balance, beginning | 0 | |
Granted | 6,317,350 | |
Forfeited | (32,100) | |
Non-vested balance, ending | 6,285,250 | 0 |
Non-vested units, Beginning balance | $ 0 | |
Weighted average grant date fair value, Granted | 4.95 | |
Weighted average grant date fair value, forfeited | 4.71 | |
Non-vested units , Ending balance | $ 4.95 | $ 0 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 564,956 | $ 84,958 |
R&D Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 63,735 | 22,637 |
G&A Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 501,221 | $ 62,321 |
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, 2022 | Mar. 31, 2021 | ||
Loss before income taxes: | |||
Total loss before income taxes | $ (923,747) | $ (898,547) | |
Bermuda [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | [1] | 390,831 | (227,471) |
United States [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (747,953) | (212,921) | |
Switzerland [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (544,870) | (424,494) | |
Other [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | [2] | $ (21,755) | $ (33,661) |
[1]Primarily entities which are centrally managed and controlled in the United Kingdom[2]Primarily Greater China and United Kingdom activity |
Income Taxes - Schedule Compone
Income Taxes - Schedule Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Current taxes: | |||
Total current tax expense | $ 369 | $ 1,686 | |
Deferred taxes: | |||
Total deferred tax benefit | 0 | 0 | |
Income tax provision | 369 | 1,686 | |
United States [Member] | |||
Current taxes: | |||
Total current tax expense | (223) | 1,365 | |
Deferred taxes: | |||
Total deferred tax benefit | 0 | 0 | |
Switzerland [Member] | |||
Current taxes: | |||
Total current tax expense | 0 | 0 | |
Deferred taxes: | |||
Total deferred tax benefit | 0 | 0 | |
Bermuda [Member] | |||
Current taxes: | |||
Total current tax expense | 0 | 0 | |
Deferred taxes: | |||
Total deferred tax benefit | 0 | 0 | |
Other [Member] | |||
Current taxes: | |||
Total current tax expense | [1] | 592 | 321 |
Deferred taxes: | |||
Total deferred tax benefit | $ 0 | $ 0 | |
[1]Primarily Greater China and United Kingdom activity |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Interest and penalties related to unrecognized tax benefits | $ 0 | $ 0 |
Effective tax rate | (0.04%) | (0.19%) |
Valuation allowance | $ 512,736 | $ 303,287 |
Valuation allowance increase (decrease) | 209,400 | |
United States and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses | $ 94,800 | |
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, 2042 | |
Switzerland [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses | $ 1,749,200 | |
Switzerland [Member] | Minimum | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses expiration date | Mar. 31, 2025 | |
Switzerland [Member] | Maximum | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses expiration date | Mar. 31, 2029 | |
United States [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses | $ 244,100 | |
Annual NOL utilization limitation percentage | 80% | |
United Kingdom [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses | $ 40,100 | |
Other Jurisdictions [Member] | ||
Income Tax Disclosure [Line Items] | ||
Net operating losses | 98,400 | |
United States And Canada [Member] | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit carryforwards | $ 27,200 | |
United States And Canada [Member] | Minimum | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit expiration date | Mar. 31, 2035 | |
United States And Canada [Member] | Maximum | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit expiration date | Mar. 31, 2042 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred tax assets | ||
Research tax credits | $ 27,155 | $ 19,063 |
Intangible assets | 61,544 | 50,564 |
Net operating loss | 312,749 | 202,906 |
Share-based compensation | 93,177 | 26,623 |
Lease liabilities | 15,406 | 16,638 |
Other assets | 20,651 | 7,303 |
Subtotal | 530,682 | 323,097 |
Valuation allowance | (512,736) | (303,287) |
Deferred tax liabilities | ||
Depreciation | (1,397) | (1,214) |
Right-of-use assets | (12,661) | (13,908) |
Other liabilities | (3,888) | (4,688) |
Net Deferred tax assets/(liabilities), net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax benefit at Bermuda statutory rate | $ 0 | $ 0 | |
Foreign rate differential | [1] | (179,000) | (150,778) |
Permanent disallowed IPR&D | 15,347 | 111,432 | |
Tax-effect of changes in the fair value of investments and loss from equity method investment | 15,169 | (22,472) | |
Nontaxable gain on sale of investment | (84,313) | 0 | |
Nontaxable gain on deconsolidation of business | (958) | (16,438) | |
Nondeductible executive compensation | 25,973 | 905 | |
Tax deficiencies (excess tax benefits) from stock-based compensation | 12,918 | (439) | |
Other permanent adjustments | 10,912 | 2,457 | |
Research tax credits | (10,113) | (10,555) | |
Valuation allowance | 205,811 | 85,046 | |
Tax rate changes | (2,444) | 2,443 | |
Other | (8,933) | 85 | |
Income tax provision | $ 369 | $ 1,686 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income tax benefit at Bermuda statutory rate | 0% | 0% | |
Foreign rate differential(1) | [1] | 19.38% | 16.78% |
Permanent disallowed IPR&D | (1.66%) | (12.40%) | |
Tax-effect of changes in the fair value of investments and loss from equity method investment | (1.64%) | 2.50% | |
Nontaxable gain on sale of investment | 9.13% | 0% | |
Nontaxable gain on deconsolidation of business | 0.10% | 1.83% | |
Nondeductible executive compensation | (2.81%) | (0.10%) | |
Tax deficiencies (excess tax benefits) from share-based compensation | (1.40%) | 0.05% | |
Other permanent adjustments | (1.18%) | (0.28%) | |
Research tax credits | 1.09% | 1.17% | |
Change in Valuation Allowance | (22.28%) | (9.46%) | |
Tax rate changes | 0.26% | (0.27%) | |
Other | 0.97% | (0.01%) | |
Total income tax expense | (0.04%) | (0.19%) | |
[1]Primarily related to operations in the United States, Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 13,649 | $ 11,931 |
Short-term lease cost | 326 | 237 |
Variable lease cost | 1,227 | 704 |
Total operating lease cost | $ 15,202 | $ 12,872 |
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, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 14,403 | $ 8,830 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ 6,035 | $ 5,491 |
Weighted average remaining lease term (in years) | 9 years | 9 years 7 months 6 days |
Weighted average discount rate | 7% | 7.10% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2022 USD ($) |
Maturities of operating lease liabilities [Abstract] | |
2023 | $ 12,714 |
2024 | 12,672 |
2025 | 10,455 |
2026 | 9,363 |
2027 | 8,680 |
Thereafter | 46,783 |
Total lease payments | 100,667 |
Less: present value adjustment | (24,996) |
Less: tenant improvement allowance | (1,805) |
Total | $ 73,866 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 31, 2022 USD ($) |
Master Subscription Agreement [Member] | |
Purchase commitment, remaining minimum payment | $ 30,000 |
Product Service Agreement [Member] | |
Purchase commitment, remaining minimum payment | $ 36,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 325,834 | $ 188,978 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,623,678 | 1,609,575 |
Debt issued by Dermavant to NovaQuest | 177,400 | 150,100 |
Liability instruments measured at fair value | 44,912 | 67,893 |
Total liabilities at fair value | 222,312 | 217,993 |
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 | 1,429,715 | 1,533,538 |
Liability instruments measured at fair value | 18,019 | 0 |
Total liabilities at fair value | 18,019 | 0 |
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 | 0 | 76,037 |
Total liabilities at fair value | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 193,963 | 0 |
Debt issued by Dermavant to NovaQuest | 177,400 | 150,100 |
Liability instruments measured at fair value | 26,893 | 67,893 |
Total liabilities at fair value | 204,293 | 217,993 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,297,844 | 1,420,597 |
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 | 1,297,844 | 1,420,597 |
Other Investment [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 3,659 | 11,129 |
Other Investment [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 | 3,659 | 11,129 |
Sio Gene Therapies Inc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 12,400 | 48,500 |
Sio Gene Therapies Inc [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 12,447 | 48,487 |
Sio Gene Therapies Inc [Member] | Common Shares [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 | 12,447 | 48,487 |
Arbutus Biopharma Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 115,800 | 129,400 |
Arbutus Biopharma Corporation [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0 | 76,037 |
Arbutus Biopharma Corporation [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 | 0 | 76,037 |
Arbutus Biopharma Corporation [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 115,765 | 53,325 |
Arbutus Biopharma Corporation [Member] | Common Shares [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 | 115,765 | 53,325 |
Datavant [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 193,963 | 0 |
Datavant [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 193,963 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Mar. 31, 2021 |
Warrant | Roiv Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 18 | |
Warrant | Roiv Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | 9.1 | |
Roiv Earnout Shares [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non financial liabilities at fair value | 9.2 | |
Roiv Liability Instruments Measured At Fair Value [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 8.6 | $ 5.5 |
Sumitomo Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 62.4 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) |
Liability Instruments Measured At Fair Value [Member] | ||
Fair Value Disclosures [Line Items] | ||
Fair value of options | $ 62.4 | |
Liability Instruments Measured At Fair Value [Member] | Private Placement Warrants | ||
Fair Value Disclosures [Line Items] | ||
Derivative Liability | $ 9.1 | |
Liability Instruments Measured At Fair Value [Member] | Earnout Shares [Member] | ||
Fair Value Disclosures [Line Items] | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 9.2 | |
Minimum | Measurement Input, Discount Rate [Member] | ||
Fair Value Disclosures [Line Items] | ||
Discount rate | 0.10 | |
Maximum | Measurement Input, Discount Rate [Member] | ||
Fair Value Disclosures [Line Items] | ||
Discount rate | 0.12 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance at beginning of period | $ 217,993 | $ 191,473 |
Fair value of liability instrument issued | 38,634 | |
Changes in fair value of debt and liability instruments, included in net loss | 9,226 | 29,845 |
Settlements | (88) | |
Termination of DSP Options | (61,472) | |
Liability instruments disposed due to deconsolidation of subsidiary | (3,325) | |
Balance at end of period | $ 204,293 | $ 217,993 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change IN Fair Value of the Level 3 Assets (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 0 |
Fair value of investment in Datavant at recognition date | 224,147 |
Changes in fair value of investment in Datavant, included in net loss | (30,184) |
Ending Balance | $ 193,963 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques (Detail) | Mar. 31, 2022 yr |
Volatility | Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 110% |
Volatility | Earnout Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 82.30% |
Volatility | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 56.50% |
Risk-free rate | Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 1.62% |
Risk-free rate | Earnout Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 2.43% |
Risk-free rate | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 2.43% |
Term (in years) | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 4.5 |
Fair Value Measurements - Sch_5
Fair Value Measurements - Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement (Detail) - Sumitomo Options [Member] | 1 Months Ended |
Mar. 31, 2021 | |
Measurement Input, Expected Term [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Time to expiration (in years) | 3 years 7 months 2 days |
Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment | 0.52 |
Measurement Input, Option Volatility [Member] | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment | 89,000 |
Measurement Input, Option Volatility [Member] | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment | 95,000 |
Other Expense, Net - Summary of
Other Expense, Net - Summary of Other Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Expense, Net [Abstract] | ||
Loss from equity method investment | $ 0 | $ 3,750 |
Interest income | (369) | (1,418) |
Interest expense | 7,041 | 2,809 |
Other (expense) income | (3,237) | 3,560 |
Total | $ 3,435 | $ 8,701 |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary Of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Stock options and performance stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 80,364,904 | 69,687,308 | |
Restricted stock units and performance stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,956,749 | 7,294,028 | |
March 2020 CVARs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 32,011,996 | 32,447,626 |
November 2021 CVARs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,285,250 | ||
Restricted common stock (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 741,405 | 1,720,090 | |
Earn-Out Shares (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,080,387 | ||
Private Placement Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,214,365 | ||
Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,475,875 | ||
Other instruments issued [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,103,577 | 5,458,543 | |
[1]Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] € in Millions, $ in Millions, $ in Millions | 3 Months Ended | |||
May 31, 2022 | Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Jun. 30, 2022 CAD ($) | |
G S K | Regulatory Milestone [Member] | ||||
Milestone Payment Period | 70 days | |||
Milestone Payment Payable | $ 126 | € 100 | ||
Welichem Biotech Inc [Member] | ||||
Milestone Payment Period | 60 days | |||
Milestone Payment Payable | 20 | $ 25 | ||
ROIVRevenue Interest Purchase And Sale Agreement [Member] | ||||
Gross proceeds from revenue interest purchase and sale agreement. | $ 160 |