Cover
Cover | 9 Months Ended |
Dec. 31, 2019 | |
Cover page. | |
Document Type | S-1/A |
Amendment Flag | true |
AmendmentDescription | Amendment No. 1 to FOR S-1 |
Entity Registrant Name | IMMUNOVANT, INC. |
Entity Central Index Key | 0001764013 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Condensed Combined and Consolid
Condensed Combined and Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets: | |||
Cash | $ 123,530,132 | $ 6,985,089 | |
Prepaid expenses | 44,423 | 2,632,044 | $ 113,170 |
Income tax receivable | 48,876 | ||
Value-added tax receivable | 2,995,527 | 2,912,809 | |
Total current assets | 126,570,082 | 12,578,818 | 113,170 |
Property and equipment, net | 49,339 | 54,108 | |
Deferred initial public offering costs | 1,195,053 | ||
Total assets | 126,619,421 | 13,827,979 | 113,170 |
Current liabilities: | |||
Accounts payable | 2,810,351 | 207,524 | 1,135,865 |
Accrued expenses | 8,705,184 | 6,224,566 | 474,020 |
Due to Roivant Sciences Ltd. | 3,133,866 | 58,556 | |
Income tax payable | 105,808 | ||
Total liabilities | 14,755,209 | 6,490,646 | 1,609,885 |
Commitments and contingencies (Note 10) | |||
Equity: | |||
Common shares, value | 5,466 | 3,859 | |
Common shares subscribed | (3,668) | ||
Additional paid-in capital | 182,680,005 | 31,829,502 | |
Net parent investment | (1,657,695) | ||
Accumulated other comprehensive (loss) income | (146,551) | 345,513 | 160,980 |
Accumulated deficit | (70,674,709) | (24,837,873) | |
Total equity | 111,864,212 | 7,337,333 | (1,496,715) |
Total liabilities and equity | 126,619,421 | $ 13,827,979 | $ 113,170 |
Series A Preferred Stock [Member] | |||
Equity: | |||
Preferred stock | 1 | ||
Total equity | $ 1 |
Condensed Combined and Consol_2
Condensed Combined and Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Mar. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, share authorized | 10,000,000 | |
Preferred stock, share issued | 0 | |
Preferred stock, share outstanding | 0 | |
Common share, par value | $ 0.0001 | $ 0.0001 |
Common share, shares authorized | 500,000,000 | 489,066,238 |
Common share, shares issued | 56,455,376 | 38,590,381 |
Common share, shares outstanding | 54,655,376 | 38,590,381 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, share authorized | 10,000 | |
Preferred stock, share issued | 10,000 | |
Preferred stock, share outstanding | 10,000 |
Condensed Combined and Consol_3
Condensed Combined and Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | ||||||||
Operating expenses: | |||||||||||||
Research and development (includes of stock-based compensation expense) | $ 4,952,827 | [1] | $ 7,683,345 | [1] | $ 33,815,863 | [2] | $ 33,759,694 | [1] | $ 17,763,457 | [1] | $ 25,733,274 | [2] | |
General and administrative (includes of stock-based compensation expense) | 6,087,565 | [3] | 1,201,033 | [3] | 369,279 | [4] | 11,835,158 | [3] | 1,729,208 | [3] | 2,691,946 | [4] | |
Total operating expenses | 11,040,392 | 8,884,378 | 34,185,142 | 45,594,852 | 19,492,665 | 28,425,220 | |||||||
Interest expense | 375,983 | 625,298 | |||||||||||
Other (income)/expense, net | (220,768) | (42,946) | (539,574) | 63,146 | 155,480 | ||||||||
Loss before provision for income taxes | (11,195,607) | (8,841,432) | (34,185,142) | (45,680,576) | (19,555,811) | (28,580,700) | |||||||
Income tax expense | 100,255 | 7,631 | 156,260 | 11,616 | 18,724 | ||||||||
Net loss | $ (11,295,862) | $ (8,849,063) | $ (34,185,142) | $ (45,836,836) | $ (19,567,427) | $ (28,599,424) | |||||||
Net loss per common share - basic and diluted | [5] | $ (0.28) | $ (0.24) | $ (6.99) | $ (1.16) | $ (1.16) | $ (1.29) | ||||||
Weighted average common shares outstanding - basic and diluted | 41,035,055 | [5] | 36,735,341 | [5] | 4,890,662 | 39,408,236 | [5] | 16,815,727 | [5] | 22,170,862 | |||
[1] | Includes $0 and $152,435 of costs allocated from Roivant Sciences Ltd. for the three and nine months ended December 31, 2019, respectively, and $474,720 and $3,209,161 of costs allocated from Roivant Sciences Ltd. for the three and nine months ended December 31, 2018, respectively. | ||||||||||||
[2] | Includes $843,773 and $3,582,269 of costs allocated from Roivant Sciences Ltd. during the period from December 19, 2017 to March 31, 2018 and for the year ended March 31, 2019, respectively. | ||||||||||||
[3] | Includes $487,035 and $1,001,030 of costs allocated from Roivant Sciences Ltd. for the three and nine months ended December 31, 2019, respectively, and $636,923 and $929,646 of costs allocated from Roivant Sciences Ltd. for the three and nine months ended December 31, 2018, respectively. | ||||||||||||
[4] | Includes $369,279 and $1,179,789 of costs allocated from Roivant Sciences Ltd. during the period from December 19, 2017 to March 31, 2018 and for the year ended March 31, 2019, respectively. | ||||||||||||
[5] | Retroactively restated for the reverse recapitalization as described in Note 1. |
Condensed Combined and Consol_4
Condensed Combined and Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Research and Development Expense [Member] | ||||||
Share-based compensation expense | $ 310,702 | $ 197,511 | $ 203,406 | $ 2,680,193 | $ 996,888 | $ 1,192,770 |
Research and Development Expense [Member] | Roivant Sciences Ltd. (RSL) [Member] | ||||||
Costs allocated from related party | 0 | 474,720 | 843,773 | 152,435 | 3,209,161 | 3,582,269 |
General and Administrative Expense [Member] | ||||||
Share-based compensation expense | 1,102,957 | 38,961 | 249,716 | 2,440,259 | 636,923 | 115,494 |
General and Administrative Expense [Member] | Roivant Sciences Ltd. (RSL) [Member] | ||||||
Costs allocated from related party | $ 487,035 | $ 636,923 | $ 369,279 | $ 1,001,030 | $ 929,646 | $ 1,179,789 |
Condensed Combined and Consol_5
Condensed Combined and Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (11,295,862) | $ (8,849,063) | $ (34,185,142) | $ (45,836,836) | $ (19,567,427) | $ (28,599,424) |
Other comprehensive income/(loss): | ||||||
Foreign currency translation adjustment | (147,929) | (61,175) | 160,980 | (492,064) | 79,352 | 184,533 |
Total other comprehensive income/(loss) | (147,929) | (61,175) | 160,980 | (492,064) | 79,352 | 184,533 |
Comprehensive loss | $ (11,443,791) | $ (8,910,238) | $ (34,024,162) | $ (46,328,900) | $ (19,488,075) | $ (28,414,891) |
Condensed Combined and Consol_6
Condensed Combined and Consolidated Statements of Equity/(Deficit) - USD ($) | Total | Series A Preferred Stock [Member] | Roivant Sciences Ltd. (RSL) [Member] | Common Stock | Common Shares Subscribed | Additional Paid-In- Capital | Additional Paid-In- CapitalRoivant Sciences Ltd. (RSL) [Member] | Net Parent Investment | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning Balance,Shares at Dec. 19, 2017 | 0 | |||||||||
Net transfers from parent | $ 32,527,447 | $ 32,527,447 | ||||||||
Foreign currency translation adjustment | 160,980 | $ 160,980 | ||||||||
Net loss | (34,185,142) | (34,185,142) | ||||||||
Ending Balance at Mar. 31, 2018 | (1,496,715) | (1,657,695) | 160,980 | |||||||
Ending Balance,Shares at Mar. 31, 2018 | 0 | |||||||||
Net transfers from parent | 5,419,246 | 5,419,246 | ||||||||
Foreign currency translation adjustment | 34,729 | 34,729 | ||||||||
Net loss | (4,368,384) | (4,368,384) | ||||||||
Ending Balance at Jul. 06, 2018 | (411,124) | $ 489 | $ (489) | (606,833) | 195,709 | |||||
Ending Balance,Shares at Jul. 06, 2018 | 4,890,662 | |||||||||
Beginning Balance at Mar. 31, 2018 | (1,496,715) | (1,657,695) | 160,980 | |||||||
Beginning Balance,Shares at Mar. 31, 2018 | 0 | |||||||||
Net transfers from parent | 5,419,246 | 5,419,246 | ||||||||
Foreign currency translation adjustment | 34,729 | 34,729 | ||||||||
Net loss | (4,368,384) | (4,368,384) | ||||||||
Ending Balance at Jun. 30, 2018 | (411,124) | (606,833) | 195,709 | |||||||
Beginning Balance at Mar. 31, 2018 | (1,496,715) | (1,657,695) | 160,980 | |||||||
Beginning Balance,Shares at Mar. 31, 2018 | 0 | |||||||||
Net loss | (19,567,427) | |||||||||
Ending Balance at Dec. 31, 2018 | 7,961,249 | $ 3,795 | (3,668) | $ 23,526,666 | $ (15,805,876) | 240,332 | ||||
Ending Balance,Shares at Dec. 31, 2018 | 37,953,576 | |||||||||
Beginning Balance at Mar. 31, 2018 | (1,496,715) | (1,657,695) | 160,980 | |||||||
Beginning Balance,Shares at Mar. 31, 2018 | 0 | |||||||||
Net loss | (28,599,424) | |||||||||
Ending Balance at Mar. 31, 2019 | 7,337,333 | $ 3,859 | (3,668) | 31,829,502 | (24,837,873) | 345,513 | ||||
Ending Balance,Shares at Mar. 31, 2019 | 38,590,381 | |||||||||
Beginning Balance at Jun. 30, 2018 | (411,124) | (606,833) | 195,709 | |||||||
Common share subscription | $ 489 | (489) | ||||||||
Common share subscription, shares | 4,890,662 | |||||||||
Ending Balance at Jul. 06, 2018 | (411,124) | $ 489 | (489) | (606,833) | 195,709 | |||||
Ending Balance,Shares at Jul. 06, 2018 | 4,890,662 | |||||||||
Beginning Balance at Jun. 30, 2018 | (411,124) | (606,833) | 195,709 | |||||||
Common share subscription | $ 3,179 | (3,179) | ||||||||
Common share subscription, shares | 31,789,305 | |||||||||
Transfer to Accumulated Deficit | 606,833 | (606,833) | ||||||||
Cash contribution | 7,020,869 | 7,020,869 | ||||||||
Capital contribution - share-based compensation | 481,471 | 481,471 | ||||||||
Capital contribution - expenses allocated from Roivant Sciences Ltd. | $ 1,471,600 | $ 1,471,600 | ||||||||
Share-based compensation | 1,324 | 1,324 | ||||||||
Foreign currency translation adjustment | 105,798 | 105,798 | ||||||||
Net loss | (6,349,980) | (6,349,980) | ||||||||
Ending Balance at Sep. 30, 2018 | 2,319,958 | $ 3,668 | (3,668) | 8,975,264 | (6,956,813) | 301,507 | ||||
Ending Balance,Shares at Sep. 30, 2018 | 36,679,967 | |||||||||
Beginning Balance at Jul. 06, 2018 | (411,124) | $ 489 | (489) | (606,833) | 195,709 | |||||
Common share subscription | $ 3,179 | (3,179) | ||||||||
Beginning Balance,Shares at Jul. 06, 2018 | 4,890,662 | |||||||||
Common share subscription, shares | 31,789,305 | |||||||||
Issuance of common shares, net | 14,745,760 | $ 191 | 14,745,569 | |||||||
Issuance of common shares, net, shares | 1,910,414 | |||||||||
Transfer to Accumulated Deficit | $ 606,833 | (606,833) | ||||||||
Cash contribution | 13,900,550 | 13,900,550 | ||||||||
Capital contribution - share-based compensation | 922,181 | 922,181 | ||||||||
Capital contribution - expenses allocated from Roivant Sciences Ltd. | 2,230,398 | 2,230,398 | ||||||||
Share-based compensation | 30,804 | 30,804 | ||||||||
Foreign currency translation adjustment | 149,804 | 149,804 | ||||||||
Net loss | (24,231,040) | (24,231,040) | ||||||||
Ending Balance at Mar. 31, 2019 | 7,337,333 | $ 3,859 | (3,668) | 31,829,502 | (24,837,873) | 345,513 | ||||
Ending Balance,Shares at Mar. 31, 2019 | 38,590,381 | |||||||||
Beginning Balance at Sep. 30, 2018 | 2,319,958 | $ 3,668 | (3,668) | 8,975,264 | (6,956,813) | 301,507 | ||||
Beginning Balance,Shares at Sep. 30, 2018 | 36,679,967 | |||||||||
Issuance of common shares, net | 9,767,343 | $ 127 | 9,767,216 | |||||||
Issuance of common shares, net, shares | 1,273,609 | |||||||||
Cash contribution | 3,972,931 | 3,972,931 | ||||||||
Capital contribution - share-based compensation | 225,398 | 225,398 | ||||||||
Capital contribution - expenses allocated from Roivant Sciences Ltd. | 574,783 | 574,783 | ||||||||
Share-based compensation | 11,074 | 11,074 | ||||||||
Foreign currency translation adjustment | (61,175) | (61,175) | ||||||||
Net loss | (8,849,063) | (8,849,063) | ||||||||
Ending Balance at Dec. 31, 2018 | 7,961,249 | $ 3,795 | (3,668) | 23,526,666 | (15,805,876) | 240,332 | ||||
Ending Balance,Shares at Dec. 31, 2018 | 37,953,576 | |||||||||
Beginning Balance at Mar. 31, 2019 | 7,337,333 | $ 3,859 | (3,668) | 31,829,502 | (24,837,873) | 345,513 | ||||
Beginning Balance,Shares at Mar. 31, 2019 | 38,590,381 | |||||||||
Capital contribution - share-based compensation | 35,035 | 35,035 | ||||||||
Capital contribution - expenses allocated from Roivant Sciences Ltd. | 330,764 | 330,764 | ||||||||
Share-based compensation | 536,793 | 536,793 | ||||||||
Foreign currency translation adjustment | (290,200) | (290,200) | ||||||||
Net loss | (20,058,909) | (20,058,909) | ||||||||
Ending Balance at Jun. 30, 2019 | (12,109,184) | $ 3,859 | (3,668) | 32,732,094 | (44,896,782) | 55,313 | ||||
Ending Balance,Shares at Jun. 30, 2019 | 38,590,381 | |||||||||
Beginning Balance at Mar. 31, 2019 | 7,337,333 | $ 3,859 | (3,668) | 31,829,502 | (24,837,873) | 345,513 | ||||
Beginning Balance,Shares at Mar. 31, 2019 | 38,590,381 | |||||||||
Net loss | (45,836,836) | |||||||||
Ending Balance at Dec. 31, 2019 | 111,864,212 | $ 1 | $ 5,466 | 182,680,005 | (70,674,709) | (146,551) | ||||
Ending Balance,Shares at Dec. 31, 2019 | 10,000 | 54,655,376 | ||||||||
Beginning Balance at Jun. 30, 2019 | (12,109,184) | $ 3,859 | (3,668) | 32,732,094 | (44,896,782) | 55,313 | ||||
Settlement of Common Stock Subscription | 750 | $ 3,668 | (2,918) | |||||||
Beginning Balance,Shares at Jun. 30, 2019 | 38,590,381 | |||||||||
Capital contribution - share-based compensation | 18,309 | 18,309 | ||||||||
Capital contribution - expenses allocated from Roivant Sciences Ltd. | 220,263 | 220,263 | ||||||||
Share-based compensation | 3,119,315 | 3,119,315 | ||||||||
Foreign currency translation adjustment | (53,935) | (53,935) | ||||||||
Net loss | (14,482,065) | (14,482,065) | ||||||||
Ending Balance at Sep. 30, 2019 | (23,286,547) | $ 3,859 | 36,087,063 | (59,378,847) | 1,378 | |||||
Ending Balance,Shares at Sep. 30, 2019 | 38,590,381 | |||||||||
Conversion of convertible promissory notes | 35,586,942 | $ 350 | 35,586,592 | |||||||
Conversion of convertible promissory notes, shares | 3,499,995 | |||||||||
Issuance of preferred and common stock, net of deferred offering costs upon Business Combination & Recapitalization (see Note 3) | 109,278,712 | $ 1 | $ 1,257 | 109,277,454 | ||||||
Issuance of preferred and common stock, net of deferred offering costs upon Business Combination & Recapitalization, shares | 10,000 | 12,565,000 | ||||||||
Capital contribution - share-based compensation | 81,354 | 81,354 | ||||||||
Capital contribution - expenses allocated from Roivant Sciences Ltd. | $ 315,237 | $ 315,237 | ||||||||
Share-based compensation | 1,332,305 | 1,332,305 | ||||||||
Foreign currency translation adjustment | (147,929) | (147,929) | ||||||||
Net loss | (11,295,862) | (11,295,862) | ||||||||
Ending Balance at Dec. 31, 2019 | $ 111,864,212 | $ 1 | $ 5,466 | $ 182,680,005 | $ (70,674,709) | $ (146,551) | ||||
Ending Balance,Shares at Dec. 31, 2019 | 10,000 | 54,655,376 |
Condensed Combined and Consol_7
Condensed Combined and Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (34,185,142) | $ (45,836,836) | $ (19,567,427) | $ (28,599,424) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share-based compensation expense | 453,122 | 5,123,111 | 1,074,546 | 1,308,264 |
Depreciation expense | 15,351 | 4,841 | 10,240 | |
Unrealized currency translation adjustment | 160,980 | (492,064) | 79,352 | 184,533 |
Loss on disposal of property and equipment | 13,307 | |||
Gain on extinguishment of convertible notes payable | (38,356) | |||
Write-off of deferred offering costs | 1,628,269 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (113,170) | 2,590,954 | (578,905) | (2,518,874) |
Income tax receivable | 48,876 | (55,884) | (48,876) | |
Value-added tax receivable | (82,718) | (2,942,861) | (2,912,809) | |
Accounts payable | 1,135,865 | 2,599,423 | (815,745) | (928,341) |
Accrued expenses | 474,020 | 3,829,423 | 3,933,446 | 4,911,690 |
Due to Roivant Sciences Ltd. | 187,738 | 2,971,505 | 46,020 | |
Income tax payable | 105,808 | |||
Net cash used in operating activities | (32,074,325) | (30,307,714) | (15,897,132) | (28,547,577) |
Cash flows from investing activities | ||||
Purchase of property and equipment | (20,485) | (51,812) | (51,812) | |
Net cash used in investing activities | (20,485) | (51,812) | (51,812) | |
Cash flows from financing activities | ||||
Capital contributions | 866,264 | 13,040,183 | 16,130,948 | |
Net parent investment | 32,074,325 | 5,063,967 | 5,063,967 | |
Net proceeds from issuance of common shares | 9,999,997 | 14,910,760 | ||
Payment of deferred offering costs | (2,917,018) | (51,862) | ||
Payment of deferred initial public offering costs | (521,197) | |||
Proceeds from convertible promissory notes payable | 35,000,000 | |||
Repayment of convertible promissory note payable to Roivant Sciences Ltd. | (2,500,000) | |||
Settlement of common stock subscribed | 750 | |||
Recapitalization transaction | 111,016,496 | |||
Net cash provided by financing activities | $ 32,074,325 | 146,873,242 | 28,052,285 | 35,584,478 |
Net change in cash | 116,545,043 | 12,103,341 | 6,985,089 | |
Cash - beginning of period | 6,985,089 | |||
Cash - end of period | 123,530,132 | 12,103,341 | 6,985,089 | |
Non-cash investing and financing activities: | ||||
Purchase of property and equipment in accounts payable and amounts due to Roivant Sciences Ltd | 3,405 | 12,536 | ||
Purchase of property and equipment in amounts due to Roivant Sciences Ltd. | 12,536 | |||
Reclassification of net parent investment to accumulated deficit | 606,833 | 606,833 | ||
Conversion of convertible promissory notes to common stock | 35,000,000 | |||
Common share issuance costs in accrued expenses | 232,654 | 165,000 | ||
Deferred offering costs in accrued expenses | 573,713 | $ 590,333 | ||
Deferred initial public offering costs in accrued expenses | 673,856 | |||
Cancellation of interest on convertible promissory notes recorded in equity | 586,942 | |||
Supplementary disclosure of cash paid: | ||||
Income taxes | 67,500 | |||
Roivant Sciences Ltd. (RSL) [Member] | ||||
Cash flows from financing activities | ||||
Capital contributions | $ 13,900,550 | |||
Proceeds from convertible promissory notes payable | 7,906,750 | |||
Repayment of convertible promissory note payable to Roivant Sciences Ltd. | $ (2,500,000) |
Description of Business and Liq
Description of Business and Liquidity | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Description of Business and Liquidity | Note 1 — Description of Business and Liquidity [A] Description of Business Immunovant, Inc. together with its wholly owned subsidiaries (the “Company” or “Immunovant”) (formerly known as Health Sciences Acquisitions Corporation) is a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases. The Company is developing a fully human monoclonal antibody (“IMVT-1401”) that selectively binds to and inhibits the neonatal fragment crystallizable receptor. The Company intends to develop IMVT-1401 for indications in which there is robust evidence that pathogenic immunoglobulin G antibodies drive disease manifestation and in which reduction of these antibodies should lead to clinical benefit for patients with debilitating autoimmune diseases. The Company has determined that it has one operating and reporting segment. Reverse Recapitalization On December 18, 2019, Health Sciences Acquisitions Corporation (“HSAC”) completed the acquisition of Immunovant Sciences Ltd. (“ISL”) pursuant to the share exchange agreement dated as of September 29, 2019 (the “Share Exchange Agreement”), by and among HSAC, ISL, the stockholders of ISL (the “Sellers”), and Roivant Sciences Ltd. (“RSL”), as representative of the Sellers (the “Business Combination”). As of immediately prior to the closing of the Business Combination, the Sellers owned 100% of the issued and outstanding common shares of ISL (“ISL Shares”). At the closing of the Business Combination, HSAC acquired 100% of the issued and outstanding ISL Shares, in exchange for 42,080,376 shares of HSAC’s common stock issued to the Sellers and 10,000 shares of HSAC Series A preferred stock issued to RSL (the “Business Combination”). Upon the closing of the Business Combination, ISL became a wholly owned subsidiary of HSAC and HSAC was renamed “Immunovant, Inc.” The Business Combination was accounted for as a reverse recapitalization and HSAC was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing stock for the net assets of HSAC, accompanied by a recapitalization. Accordingly, all historical financial information presented in these condensed combined and consolidated financial statements represents the accounts of ISL and its wholly owned subsidiaries “as if” ISL is the predecessor to the Company. The shares and net loss per common share, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (0.48906624 Immunovant, Inc. shares for 1.0 ISL Share). ISL was founded on July 6, 2018 as a Bermuda exempted limited company and a wholly owned subsidiary of RSL. In July and August 2018, ISL incorporated as its wholly owned subsidiaries, Immunovant Sciences Holdings Ltd. (“ISHL”), a private limited company incorporated under the laws of England and Wales, IMVT Corporation (formerly, Immunovant, Inc.), a Delaware corporation based in the United States of America, and Immunovant Sciences GmbH (“ISG”), a limited liability company formed under the laws of Switzerland. ISG holds all of the Company’s intellectual property rights. HSAC was incorporated in Delaware on December 6, 2018 and was formed as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. References herein to “date of formation” or “date of inception” refer to the founding of ISL. Prior to the closing of the Business Combination, HSAC common stock, units and warrants were traded on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “HSAC,” “HSACU” and “HSACW,” respectively. On December 19, 2019, the Company’s common stock, units and warrants began trading on Nasdaq under the ticker symbols “IMVT”, “IMVTU” and “IMVTW,” respectively. One of the primary purposes of the Business Combination was to provide a platform for ISL to gain access to the U.S. public markets. See Note 3 – Business Combination for additional details on the Business Combination. [B] Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of December 31, 2019, the Company’s cash totaled $123.5 million and its accumulated deficit was $70.7 million. Prior to the Business Combination, ISL’s operations were financed through capital contributions from RSL or RSL’s wholly owned subsidiaries, Roivant Sciences, Inc. (“RSI”) and Roivant Sciences GmbH (“RSG”), the issuance of equity instruments, and the issuance of notes payable. The Company has not generated any revenues to date and does not anticipate generating any revenues unless and until it successfully completes development and obtains regulatory approval for IMVT-1401 or any future product candidate. 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. Based on anticipated spend and timing of expenditure assumptions, the Company currently expects that its existing cash will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date the unaudited condensed combined and consolidated financial statements are issued. | Note 1 — Description of Business and Liquidity [A] Description of Business: Immunovant Sciences Ltd. and its subsidiaries (collectively, the “Company”) is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for patients suffering from debilitating autoimmune diseases. The Company is developing a fully human monoclonal antibody (“IMVT-1401”) that selectively binds to and inhibits the neonatal fragment crystallizable receptor. The Company intends to develop IMVT-1401 for indications in which there is robust evidence that pathogenic immunoglobulin G antibodies drive disease manifestation and in which reduction of these antibodies should lead to clinical benefit for patients with debilitating autoimmune diseases. The Company was founded on July 6, 2018 as a Bermuda Exempted Limited Company and a wholly owned subsidiary of Roivant Sciences Ltd. (“RSL”). In July 2018, the Company incorporated as its wholly owned subsidiaries, Immunovant Sciences Holdings Ltd. (“ISHL”), a private limited company incorporated under the laws of England and Wales and Immunovant, Inc., a Delaware corporation based in the United States of America. In August 2018, the Company incorporated its wholly owned subsidiary, Immunovant Sciences GmbH (“ISG”), a limited liability company formed under the laws of Switzerland. ISG holds all of the Company’s intellectual property rights. On December 19, 2017, Roivant Sciences GmbH (“RSG”), a wholly owned subsidiary of RSL, entered into a license agreement (the “HanAll Agreement”) with HanAll BioPharma Co., Ltd., a Korean limited liability company (“HanAll”). Under the HanAll Agreement, RSG received (1) the non-exclusive back-up know-how, Since its inception, the Company has devoted substantially all of its efforts to organizing and staffing the Company, acquiring product candidates, and preparing for and advancing them into clinical development. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. [B] Going Concern and Management’s Plans: The Company has not been capitalized with sufficient funding to conduct its operations. Certain costs of conducting the Company’s operations were paid by RSL or RSL’s wholly owned subsidiaries, Roivant Sciences, Inc. (“RSI”) and RSG. The Company has not generated any revenues and does not anticipate generating any revenues unless and until it successfully completes development and obtains regulatory approval for IMVT-1401 or any future product candidate. Since the Company has limited cash on hand to complete its clinical development and no credit facilities, the Company is dependent upon RSL and its affiliates to provide services and funding to support the operations of the Company until, at least, such time as an external financing is completed. The accompanying combined and consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The combined and consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company anticipates incurring additional losses until such time, if ever, it can obtain marketing approval to sell, and then generate significant sales from a product. Substantial additional financing will be needed by the Company to fund its operations and to develop and commercialize a product. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. The Company will seek to obtain additional capital through the sale of debt or equity financings, or other arrangements; however, there can be no assurance that the Company will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to shareholders. If the Company is unable to obtain such additional financing, operations would need to be scaled back or discontinued. The Company is currently exploring external financing alternatives which will be needed by the Company to fund its operations. The Company’s future operations are highly dependent on a combination of factors, including (1) the timely and successful completion of additional financing discussed above; (2) the success of its research and development programs; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies, (4) the Company’s ability to manage growth of the organization; (5) the Company’s ability to protect its technology and products; and, ultimately (6) regulatory approval and market acceptance of a product. [C] Reverse Recapitalization On December 18, 2019, Health Sciences Acquisition Company (“HSAC”) completed the acquisition of Immunovant Sciences Ltd. (“ISL”) pursuant to that certain share exchange agreement dated as of September 29, 2019 (the “Share Exchange Agreement”), by and among HSAC, ISL, the stockholders of ISL (the “Sellers”), and RSL, as representative of the Sellers. As of immediately prior to the closing of the Business Combination (as defined below), the Sellers owned 100% of the issued and outstanding common shares of ISL (“ISL Shares”). At the closing of the Business Combination, HSAC acquired 100% of the issued and outstanding ISL Shares, in exchange for 42,080,376 shares of HSAC’s common stock issued to the Sellers and 10,000 shares of HSAC Series A preferred stock issued to RSL (the “Business Combination”). Upon the closing of the Business Combination, ISL became a wholly owned subsidiary of HSAC and HSAC was renamed “Immunovant, Inc.” The Business Combination was accounted for as a reverse recapitalization and HSAC was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing stock for the net assets of HSAC, accompanied by a recapitalization. Accordingly, all historical financial information presented in these combined and consolidated financial statements represents the accounts of ISL and its wholly owned subsidiaries “as if” ISL is the predecessor and legal successor to HSAC. The shares and net loss per common share, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (0.48906624 Immunovant, Inc. shares for 1.0 ISL Share). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies [A] Basis of Presentation The Company’s fiscal year ends on March 31. The accompanying interim condensed combined and consolidated balance sheet as of December 31, 2019 and the interim condensed combined and consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for the three and nine months ended December 31, 2019 and 2018 are unaudited. The unaudited interim condensed combined and consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited interim condensed combined and consolidated financial statements have been prepared on the same basis as the audited combined and consolidated financial statements. Any reference in these notes to applicable guidance is 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”). In the opinion of management, the unaudited interim condensed combined and consolidated financial statements include all the adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position and the combined and consolidated results of its operations and cash flows for the interim periods presented. The results for the three and nine months ended December 31, 2019 are not necessarily indicative of the results to be expected for the year ending March 31, 2020 or for any future period. The condensed combined and consolidated balance sheet as of March 31, 2019 included herein was derived from the audited financial statements as of that date. These interim condensed combined and consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s definitive proxy statement filed with the SEC on November 29, 2019. Prior to July 6, 2018 (date of formation), the Company’s financial statements were derived by carving out the historical results of operations and historical cost basis of the assets and liabilities associated with product candidate IMVT-1401, that have been contributed to the Company by RSL, from RSL’s financial statements. Because the transfer of assets and liabilities in the formation of the Company were between entities under the common control of RSL and/or its wholly owned subsidiaries, the financial statements of the Company have been presented as if the Company had been a separate business since the acquisition of IMVT-1401 by RSG on December 19, 2017. Prior to July 6, 2018 (date of formation), the Company’s financial statements include reasonable allocations for assets and liabilities and expenses attributable to the Company’s operations. Beginning on July 6, 2018 (date of formation), the condensed combined and consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company believes that the assumptions underlying the allocations of expenses as well as assets and liabilities in the carve-out The Company has calculated its income tax amounts using a separate return methodology and it has presented these amounts as if it were a separate taxpayer from RSL. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. All share and per-share [B] Use of Estimates The preparation of condensed combined and consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed combined and consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, stock-based compensation, research and development costs and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. [C] Risks and Uncertainties The Company is subject to risks common to early stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, third-party service providers such as contract research organizations, protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. [D] Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash. At December 31, 2019, the cash balance is deposited in one banking institution that the Company believes is of high credit quality and is in excess of federally insured levels. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. [E] Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. At December 31, 2019, cash consisted of cash in bank deposits held at a financial institution. There were no cash equivalents as of December 31, 2019 or March 31, 2019. [F] Research and Development Expense Research and development costs with no alternative future use are expensed as incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of product sales over the remaining useful life of the asset. Research and development expenses primarily consist of employee-related costs and expenses from third parties who conduct research and development activities on behalf of the Company. The estimated costs of research and development activities conducted by third-party service providers, which primarily include the conduct of clinical trials and contract manufacturing activities, 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. The estimate of the work completed is developed through discussions with internal personnel and external services providers as to the progress toward completion of the services and the agreed-upon fee to be paid for such services. As actual costs become known, the accrued estimates are adjusted. Such estimates are not expected to be materially different from amounts actually incurred, however the Company’s understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of subject enrollment may vary from estimates and could result in reporting amounts that are higher or lower than incurred in any particular period. The estimate of accrued research and development expense is dependent, in part, upon the receipt of timely and accurate reporting from clinical research organizations and other third-party service providers. [G] Financial Instruments The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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 consist of cash, accounts payable, accrued expenses and amounts due to Roivant Sciences Ltd. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. [H] Foreign Currency The Company has operations in the United States, the United Kingdom, Bermuda, and Switzerland. The results of its non-U.S. [I] Net Loss per Common Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders by the diluted weighted-average number of common shares outstanding during the period. In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share data. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Preferred stock as converted 10,000 — 10,000 — Restricted stock (unvested) (See Note 3) 1,800,000 — 1,800,000 — Options 4,209,573 118,843 4,209,573 118,843 Warrants 5,750,000 — 5,750,000 — Total 11,769,573 118,843 11,769,573 118,843 The Company was formed on July 6, 2018 and basic and diluted net loss per common share was calculated assuming the shares issued at formation were outstanding for the period prior to incorporation adjusted for subsequent share issuances during the period. The shares and net loss per common share, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (0.48906624 Immunovant, Inc. shares for 1.0 ISL Share). [J] Deferred Offering Costs Offering costs comprised of legal, and accounting fees and other costs incurred through June 30, 2019 were directly related to ISL’s proposed initial public offering (“IPO”). In August 2019, ISL’s board of directors determined to suspend ISL’s IPO registration process. Accordingly, the Company has written off deferred offering costs previously capitalized to general and administrative expense within the accompanying condensed combined and consolidated statement of operations for the nine months ended December 31, 2019. [K] Common Stock Warrants The Company accounts for the issuance of common stock warrants based on the terms of the contract and whether there are any requirements for the Company to net cash settle the contract under any terms or conditions. Warrants for the purchase of 5,750,000 shares of common stock were issued by HSAC as part of the units sold in its IPO in May 2019. Each unit was comprised of one share of common stock and a warrant to purchase one half of one share of common stock upon the consummation of a business combination by HSAC. None of the terms of the warrants were modified as a result of the Business Combination. The warrants are freestanding financial instruments that are legally detachable from the shares of common stock that were issued at the same time. The warrants are redeemable at the Company’s option in certain conditions. The warrants require settlement to be in physical shares of common stock only. The terms of all of the outstanding warrant contracts expressly state there are no requirements for the Company to net cash settle the warrants under any circumstances. Accordingly, the Company has accounted for the warrants as equity instruments. [L] Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2016-02”), No. 2016-02 No. 2016-02 right-of-use non-lease | Note 2 — Summary of Significant Accounting Policies [A] Basis of Presentation: The Company’s fiscal year ends on March 31. The accompanying combined and consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is 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 Company’s financial statements are derived by carving out the historical results of operations and historical cost basis of the assets and liabilities associated with product candidate IMVT-1401, that have been contributed to the Company by RSL, from RSL’s financial statements. Because the transfer of assets and liabilities in the formation of the Company were between entities under the common control of RSL and/or its wholly owned subsidiaries (See Note 3), the financial statements of the Company have been presented as if the Company had been a separate business since the acquisition of IMVT-1401 by RSG on December 19, 2017 and accordingly, the assets, liabilities and expenses relating to the Company’s operations have been separated from RSL in the financial statements for periods prior to and after the Company’s formation through March 31, 2019. The financial statements as of and for the period ended March 31, 2018, and for the year ended March 31, 2019 include reasonable allocations for assets and liabilities and expenses attributable to the Company’s operations. Beginning on July 6, 2018 (date of formation), the combined and consolidated financial statements include the accounts of Immunovant Sciences Ltd. and its wholly owned subsidiaries, ISHL, Immunovant, Inc., and ISG. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The carve-out Prepaid expenses, other current assets, fixed assets, accounts payable, and accrued liabilities reflect 100% of the assets and liabilities directly related to the Company’s operations. Compensation and related expenses were allocated based on the relative percentage of time utilized on company matters by the respective RSI employee. The allocation of all other assets, liabilities and expenses was based on management estimates. The Company believes that the assumptions underlying the allocations of direct and indirect expenses as well as assets and liabilities in the carve-out The Company has calculated its income tax amounts using a separate return methodology and it has presented these amounts as if it were a separate taxpayer from RSL. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. [B] Use of Estimates: The preparation of combined and consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined and consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, share-based compensation, research and development costs and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. [C] Risks and Uncertainties: The Company is subject to risks common to early stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, third-party service providers such as contract research organizations, protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. [D] Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentration of credit risk include cash. At March 31, 2019 substantially all of the cash balance is deposited in two banking institutions that the Company believes are of high credit quality and are in excess of federally insured levels. The Company maintains its cash with accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. [E] Cash and Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. At March 31, 2019, cash consisted of cash in bank deposits held at financial institutions. [F] Property and Equipment: Property and equipment, consisting of computers, is recorded at cost. 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 combined and consolidated statements of operations. Depreciation is recorded using the straight-line method over the estimated useful life of three years. 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 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 as 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] 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 litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. [H] Research and Development Expense: Research and development costs with no alternative future use are expensed as incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of product sales over the remaining useful life of the asset. Research and development expenses primarily consist of employee-related costs and expenses from third parties who conduct research and development activities on behalf of the Company. The estimated costs of research and development activities conducted by third-party service providers, which primarily include the conduct of clinical trials and contract manufacturing activities, 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. The estimate of the work completed is developed through discussions with internal personnel and external services providers as to the progress toward completion of the services and the agreed-upon fee to be paid for such services. As actual costs become known, the accrued estimates are adjusted. Such estimates are not expected to be materially different from amounts actually incurred, however the Company’s understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of subject enrollment may vary from estimates and could result in reporting amounts that are higher or lower than incurred in any particular period. The estimate of accrued research and development expense is dependent, in part, upon the receipt of timely and accurate reporting from clinical research organizations and other third-party service providers. [I] Income Taxes: The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the combined and consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between amounts in the combined and consolidated financial statements and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax (benefit) expense in the accompanying statement of operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning 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. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. [J] Share-based Compensation: Share-based awards to employees and directors are valued at fair value on the date of the grant and that fair value is recognized as share-based compensation expense over the requisite service period. The Company values its stock options that only have service vesting requirements or performance-based awards without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of awards as of the grant date using a Monte Carlo simulation model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for pre-vesting As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares. 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, Determining the appropriate amount to expense for performance-based awards based on the achievement of stated goals requires judgment. The estimate of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revisions is reflected in the period of change. If any applicable financial performance goals are not met, no compensation expense is recognized, and any previously recognized compensation cost is reversed. [K] Financial Instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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 consist of cash, accounts payable, and accrued expenses. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. [L] Foreign Currency: The Company has operations in the United States, the United Kingdom, Bermuda, and Switzerland. The results of its non-U.S. [M] Net Loss Per Common Share: Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. For the period from December 19, 2017 to March 31, 2018, there were no instruments outstanding and the net loss per share was calculated as if the shares issued at formation were outstanding for the period ended March 31, 2018. For the year ended March 31, 2019, options to purchase 189,269 common shares were not included in the calculation of diluted weighted-average number of common shares outstanding because they were anti-dilutive given the net loss of the Company. The Company was formed on July 6, 2018 and basic and diluted net loss per common share was calculated assuming the shares issued at formation were outstanding for the period prior to incorporation adjusted for subsequent share issuances during the period. [N] Recently Issued Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2016-02”), No. 2016-02 No. 2016-02 The Company plans to adopt the requirements of the new lease standard effective April 1, 2019. The Company will elect the optional transition method to apply the standard as of the effective date and therefore will not apply the standard to the comparative periods presented in the financial statements. The Company will elect the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company will not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use non-lease In June 2018, the FASB issued ASU No. 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” No. 2018-07. No. 2018-07 No. 2018-07 In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, No. 2018-13. 2018-13 No. 2018-13 No. 2018-13 [O] Recently Adopted Accounting Pronouncements: In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities No. 2016-01”) No. 2016-01 No. 2016-01 In November 2016, the FASB issued ASU No. 2016-18, No. 2016-18. beginning-of-period end-of-period No. 2016-18 No. 2016-18 No. 2016-18 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business No. 2017-01”), No. 2017-01 In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income : Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income No. 2018-02”). No. 2018-02 No. 2018-02 ASU 2018-02 |
License Agreement
License Agreement | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Text Block [Abstract] | ||
License Agreement | Note 4 — Material Agreements License Agreement On December 19, 2017, RSG, a wholly owned subsidiary of RSL, entered into a license agreement (the “HanAll Agreement”) with HanAll. Under the HanAll Agreement, RSG received (1) the non-exclusive back-up In exchange for this license, RSG provided or agreed to provide the following consideration: • Upfront, non-refundable • Up to $20.0 million in shared (50%) research, development, and out-of-pocket • Up to an aggregate of $452.5 million upon the achievement of certain development, regulatory and sales milestones; and • Tiered royalties ranging from the mid-single mid-teens product-by-product country-by-country Since acquisition of IMVT-1401, RSL and the Company have performed all the development associated with IMVT-1401 and no amounts were incurred by HanAll to research or develop the technology for the nine months ended December 31, 2018 and 2019. On August 18, 2018, RSG entered into a sublicense agreement (the “Sublicense Agreement”) with ISG to sublicense this technology, as well as RSG’s know how and patents necessary for the development, manufacture or commercialization of any compound or product that pertain to immunology. On December 7, 2018, RSG issued a notice to terminate the Sublicense Agreement with ISG and entered into the Assignment and Assumption Agreement to assign to ISG all the rights, title, interest, and future obligations under the HanAll Agreement from RSG, including all rights to IMVT-1401 from RSG in the Licensed Territory, for an aggregate purchase price of $37.8 million. As a result of the assignment of IMVT-1401 by RSG to ISG, the Company recorded a Swiss value-added tax receivable of $2.9 million as of December 31, 2019 and March 31, 2019, respectively, which is reflected as a capital contribution from RSL as of December 31, 2019. In May 2019, the Company achieved its first development and regulatory milestone under the HanAll Agreement which resulted in a $10.0 million milestone payment that the Company subsequently paid in August 2019. The milestone payment was recorded as research and development expense in the accompanying condensed combined and consolidated statements of operations for the nine months ended December 31, 2019. | Note 3 — License Agreement On December 19, 2017, RSG, a wholly owned subsidiary of RSL, entered into the HanAll Agreement with HanAll. Under the HanAll Agreement, RSG received (1) the non-exclusive back-up In exchange for this license, RSG provided or agreed to provide the following consideration: • Upfront, non-refundable • Up to $20.0 million in shared (50%) research, development, and out-of-pocket • Up to an aggregate of $452.5 million upon the achievement of certain development, regulatory and sales milestones; and • Tiered royalties ranging from the mid-single mid-teens product-by-product country-by-country th Since acquisition of IMVT-1401, RSL and the Company have performed all the development associated with IMVT-1401 and no amounts were incurred by HanAll to research or develop the technology for the period from December 19, 2017 to March 31, 2018 and for the year ended March 31, 2019. The initial in-license in-process On August 18, 2018, RSG entered into a sublicense agreement (the “Sublicense Agreement”) with ISG to sublicense this technology, as well as RSG’s know how and patents necessary for the development, manufacture or commercialization of any compound or product that pertain to immunology. On December 7, 2018, RSG issued a notice to terminate the Sublicense Agreement with ISG and entered into the Assignment Agreement to assign all the rights, title, interest, and future obligations under the HanAll Agreement from RSG, including all rights to IMVT-1401 from RSG in the Licensed Territory, for an aggregate purchase price of $37,750,000. The aggregate purchase price was determined based on the historical costs incurred by RSL prior to the assignment of IMVT-1401 which are reflected in the accompanying combined and consolidated financial statements of the Company as described in the basis of presentation Note 2[A]. As a result of the assignment of IMVT-1401 by RSG to ISG, the Company recorded a Swiss value-added tax receivable of $2,912,809 as of March 31, 2019 which is reflected as a capital contribution from RSL as of March 31, 2019. The Company evaluated the initial sublicense and subsequent assignment of IMVT-1401 from RSG and assumption of all of the net liabilities related to IMVT-1401 from RSG pursuant to the guidance in ASC No. 805-50, Business Combinations-Related Issues, in-license sub-licensed In May 2019 the Company achieved its first development and regulatory milestone which will result in a $10.0 million milestone payment. (See Note 10) |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | Note 5 — Accrued Expenses Accrued expenses consist of the following: December 31, March 31, Research and development expenses $ 4,135,493 $ 4,814,926 Legal and other professional fees 3,592,322 1,105,446 Other expenses 977,369 304,194 Total accrued expenses $ 8,705,184 $ 6,224,566 | Note 4 — Accrued Expenses Accrued expenses consist of the following: MARCH 31, 2018 2019 Research and development expenses $ 474,020 $ 4,814,926 Legal and other professional fees — 1,105,446 Other expenses — 304,194 Total accrued expenses $ 474,020 $ 6,224,566 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 6 — Related Party Transactions In addition to the agreements discussed in Note 4, in August 2018, the Company entered into services agreements (the “Services Agreements”) with RSI and RSG, under which RSI and RSG agreed to provide services related to development, administrative and financial activities to the Company during its formative period. Under each Services Agreement, the Company will pay or reimburse RSI or RSG, as applicable, for any expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative and research and development activities performed by RSI or RSG employees, RSI or RSG, as applicable, will charge back the employee compensation expense plus a pre-determined mark-up. On June 11, 2019, the Company entered into an interest-free promissory note payable with RSL in the amount of $5.0 million (the “June Promissory Note”). The June Promissory Note was due and payable at the earlier of December 12, 2019 or upon demand by RSL. Subsequently, on August 7, 2019, the Company replaced the June Promissory Note and entered into a convertible promissory note with RSL in the amount of $5.0 million (the “RSL Convertible Promissory Note”) under the same terms as other convertible promissory notes entered into with RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (the “RTW Entities”) (see Note 11). On September 26, 2019, $2.5 million principal amount of the RSL Convertible Promissory Note was prepaid and the accrued interest on such principal amount was forgiven, bringing the principal balance of the RSL Convertible Promissory Note to $2.5 million. Immediately prior to the closing of the Business Combination, the remaining $2.5 million principal balance of the RSL Convertible Promissory note was automatically converted into an aggregate of 511,178 ISL Shares, which were then exchanged for an aggregate of 250,000 shares of the Company’s common stock upon the closing of the Business Combination. In accordance with the terms of the RSL Convertible Promissory Note, all interest on the RSL Convertible Promissory Note was waived and cancelled immediately prior to the closing of the Business Combination and recorded in additional paid-in On July 17, 2019, the Company entered into an interest-free promissory note payable with RSL in the amount of $2.9 million (the “July Promissory Note”). The July Promissory Note has a 180-day | Note 5 — Related Party Transactions In addition to the agreements discussed in Note 3, in August 2018, the Company entered into services agreements (the “Services Agreements”) with RSI and RSG, under which RSI and RSG agreed to provide services related to development, administrative and financial activities to the Company during its formative period. Under each Services Agreement, the Company will pay or reimburse RSI or RSG, as applicable, for any expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative and research and development activities performed by RSI or RSG employees, RSI or RSG, as applicable, will charge back the employee compensation expense plus a pre-determined |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Federal Home Loan Banks [Abstract] | ||
Stockholders' Equity | Note 8 — Stockholders’ Equity Series A Preferred Stock In connection with the closing of the Business Combination, the Company designated and issued 10,000 shares of Series A preferred stock, par value $0.0001 per share, to RSL, all of which shares are outstanding as of December 31, 2019. The holder(s) of the Series A preferred stock are entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter, and do not have cumulative voting rights. The holder(s) of a majority of outstanding shares of Series A preferred stock, exclusively and as a separate class, are entitled to elect: (i) four Series A preferred directors, as long as the holder(s) of Series A preferred stock hold 50% or more of the voting power of all then-outstanding shares of capital stock entitled to vote generally at an election of directors, (ii) three Series A preferred directors, as long as the holder(s) of Series A preferred stock hold 40% or more but less than 50% of the voting power of all then-outstanding shares of capital stock entitled to vote generally at an election of directors, and (iii) two Series A preferred directors, as long as the holder(s) of Series A preferred stock hold 25% or more but less than 40% of the voting power of all then-outstanding shares of capital stock entitled to vote generally at an election of directors. Any Series A preferred director so elected may be removed without cause by, and only by, the affirmative vote of the holder(s) of Series A preferred stock given either at a special meeting of the holder(s) of Series A preferred stock duly called for that purpose or pursuant to a written consent of the holder(s) of Series A preferred stock. Each share of Series A preferred stock is convertible at any time at the option of the holder into one share of common stock. On any transfer of shares of Series A preferred stock, whether or not for value, each such transferred share will automatically convert into one share of common stock, except for certain transfers described in the amended and restated certificate of incorporation. Each share of Series A preferred stock will automatically convert into one share of common stock at such time as the holder(s) of Series A preferred stock hold less than 25% of the total voting power of the Company’s outstanding shares. The Company shall not without the consent of the holder(s) of at least a majority of Series A preferred stock alter or repeal any provisions of the Company’s amended and restated certificate of incorporation or bylaws that adversely affect the powers, preferences or rights of the Series A preferred stock. In the event of the Company’s liquidation, dissolution, or winding up, the holder(s) of the Series A preferred stock will receive first an amount per share equal to $0.01 and then the holders of the Series A preferred stock and the common stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of the Company’s debts and other liabilities, subject to the rights of any blank check preferred stock then outstanding. Preferred Stock In connection with the closing of the Business Combination, the Company authorized 10,010,000 shares of preferred stock par value $0.0001 per share. The board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. Other than the 10,000 shares designated Series A preferred stock, there were no issued and outstanding shares of preferred stock as of December 31, 2019. Common Stock In connection with the closing of the Business Combination, the Company authorized 500,000,000 shares of common stock, par value $0.0001 per share. Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared by the board of directors since the Company’s inception. The Company has reserved the following shares of common stock for issuance: December 31, March 31, Conversion of Series A preferred stock 10,000 — Options outstanding 4,209,573 189,269 Options available for future option grants 5,478,728 3,478,728 Common stock warrants 5,750,000 — Total 15,448,301 3,667,997 Common Stock Warrants In May 2019, the Sponsor purchased from HSAC an aggregate of 10,000,000 warrants (the “private warrants”) at $0.50 per private warrant (for a total purchase price of $5.0 million), with each warrant exercisable for one share of common stock at an exercise price of $11.50 per share simultaneously with the closing of HSAC’s initial public offering (the “IPO”) in May 2019. Pursuant to the Share Exchange Agreement, all of the private warrants were canceled upon the closing of the Business Combination. We did not recognize any expense on the cancellation of the private warrants. As of December 31, 2019, 11,500,000 warrants were outstanding for the purchase one-half 30-trading See Note 3 – Business Combination and Recapitalization for a description of the Company’s Earnout Shares and Sponsor Restricted Shares, and related impact on Stockholders’ Equity. | Note 6 — Equity [A] Overview: The Company’s Memorandum of Association, filed on July 6, 2018 in Bermuda, authorized the creation of one class of shares. As of March 31, 2019 the Company had 489,066,238 shares authorized with a par value of $0.0001 per share. [B] Transactions: During the year ended March 31, 2019, RSL made aggregate cash contributions of $13,900,550 to the Company. In December 2018 and January 2019, the Company issued 1,273,609 and 636,805 common shares respectively, at $7.85 per share to unrelated investors for total net proceeds of $14,745,760. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 7 — Income Taxes The Company’s effective tax rates for the three and nine months ended December 31, 2018 were (0.09)% and (0.06)%, respectively, and for the three and nine months ended December 31, 2019 were (0.90)% and (0.34)%, respectively, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. | Note 7 — Income Taxes YEAR ENDED YEAR ENDED Loss before income taxes: United States $ — $ (1,034,420 ) Switzerland (34,185,142 ) (27,246,911 ) Bermuda — (405,313 ) United Kingdom — (19,958 ) Other — 125,902 Total loss before income taxes: $ (34,185,142 ) $ (28,580,700 ) Current taxes: United States – Federal $ — $ 6,813 United States – State — 11,911 Switzerland — — Bermuda — — United Kingdom — — Other — — Total current tax expense: — 18,724 Deferred taxes: United States – Federal — — Switzerland — — Bermuda — — United Kingdom — — Other — — Total deferred tax expense: — — Total income tax provision: $ — $ 18,724 The Company is not subject to taxation under the laws of Bermuda as it is a Bermuda Exempted Limited Company. A reconciliation of income tax provision computed at the Bermuda statutory rate (0%) to income tax provision reflected in the consolidated financial statements is as follows: YEAR ENDED YEAR ENDED Income tax provision $— $— Foreign rate differential (3,710,522) (3,847,028)* Valuation Allowance 3,710,522 5,144,004 Rate Changes (673,295)** Credits — (604,957) Total income tax provision: $— $18,724 * Primarily related to operations, including permanent differences in Switzerland, the United Kingdom, and the United States at rates different than the Bermuda rate. ** Related to rate changes in Switzerland and the United Kingdom The Company’s effective tax rate for the year ended March 31, 2018 was 0.00%, and for the year ended March 31, 2019 was (0.07)%, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2019 are as follows: YEAR ENDED YEAR ENDED Deferred Tax Assets: Intangible Assets $ 3,406,155 $ 5,000,391 Net Operating Losses 393,563 3,022,799 Share Based Compensation — 289,900 Credits — 559,518 Bonuses not yet paid 65,482 Subtotal 3,799,718 8,938,090 Valuation Allowance: (3,799,718 ) (8,910,048 ) Deferred Tax Liabilities: Other (16,674 ) Depreciation — (11,368 ) Total Net Deferred Taxes: $ — $ — As of March 31, 2019, the Company has net operating loss carryforwards in the following jurisdictions: Switzerland of approximately $22.9 million, which will expire as of March 31, 2026, and the United Kingdom of approximately $0.2 million, which has an indefinite carryforward. The Company has research and development credit carryforwards in the United States in the amount of $0.6 million which will begin to expire in the fiscal year ending March 31, 2039. The Company assesses the realizability of the net 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 $3.8 million, for the year ended March 31, 2018, and $8.9 million for the year ended March 31, 2019, representing the portion of the net deferred tax assets that is not more likely than not to be realized. The amount of the net deferred tax assets 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 net deferred tax assets at each consolidated balance sheet date in order to determine the proper amount, if any, required for a valuation allowance. There are outside basis differences related to our 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 generally provides for exemption from tax for most overseas profits, subject to certain exceptions. The Company is subject to tax and will file initial income tax returns in the United Kingdom, Switzerland, and United States federal, state, and local jurisdictions. The Company will be subject to tax examinations once those returns are filed in all applicable income tax 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 consolidated results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire. There are no uncertain tax benefits recorded as of March 31, 2018 or as of March 31, 2019. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 9 — Stock-Based Compensation 2019 Equity Incentive Plan In December 2019, in connection with the Business Combination, the Company’s stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”) and reserved 5,500,000 shares of common stock for issuance thereunder. The 2019 Plan became effective immediately upon the closing of the Business Combination. The number of shares of common stock reserved for issuance under the 2019 Plan will automatically increase on April 1 of each year, beginning on April 1, 2020 and continuing through April 1, 2029, by 4.0% of the total number of shares of common stock outstanding on the last day of the preceding month, or a lesser number of shares as may be determined by the board of directors. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive options under the 2019 Plan is 16,500,000. The Company’s employees, directors and consultants are eligible to receive non-qualified ten-year 2018 Equity Incentive Plan In September 2018, ISL adopted its 2018 Equity Incentive Plan (the “2018 Plan”), under which 3,667,997 common shares were reserved for grant. In July 2019, the 2018 Plan was amended and restated to increase the number of common shares reserved for grant to 4,768,396. As discussed in Note 3, upon the closing of the Business Combination, the Company assumed all outstanding options, whether or not vested, under the 2018 Plan, with such options henceforth representing the right to purchase a number of shares of the Company’s common stock equal to approximately 0.48906624 multiplied by the number of shares of ISL common stock previously represented by such options. For accounting purposes, however, the Company is deemed to have assumed the 2018 Plan. The exchange of the stock options did not result in any incremental compensation expense, since there were no changes to the vesting terms of the awards. As of the effective date of the 2019 Plan, no further stock awards have been or will be made under 2018 Plan. As of December 31, 2019, 4,188,301 stock options were outstanding under the 2018 Plan. Stock Option Activity A summary of the stock option activity under the Company’s equity incentive plans is as follows: Options Outstanding Number of Weighted- Remaining Aggregate Balance – March 31, 2019 189,269 $ 4.12 9.64 $ 707,130 Granted 4,590,731 $ 8.04 Cancelled (570,427 ) $ 7.13 Balance – December 31, 2019 4,209,573 $ 7.86 9.50 $ 33,177,110 Exercisable – December 31, 2019 169,275 $ 6.93 7.40 $ 1,514,163 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stock at December 31, 2019. There were no options exercised during the nine months ended December 31, 2019. The options granted during the three and nine months ended December 31, 2019 had a weighted-average fair value of $5.70 and $3.02 per share, respectively, at the grant date. The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Risk-free interest rate 1.61% – 1.78 % 2.97 % 1.61% – 2.25 % 2.97 % Expected term, in years 5.97 – 6.11 6.04 5.75 – 6.11 6.04 Expected volatility 75.55% – 76.01 % 74.79 % 74.69% – 76.01 % 74.79 % Expected dividend yield — % — % — % — % For the three and nine months ended December 31, 2019 and 2018, stock-based compensation expense under the Company’s equity incentive plans was as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Research and development expenses $ 310,702 $ 9,980 $ 2,680,193 $ 11,173 General and administrative expenses 1,021,603 1,094 2,308,220 1,225 Total stock-based compensation $ 1,332,305 $ 11,074 $ 4,988,413 $ 12,398 At December 31, 2019, total unrecognized compensation expense related to non-vested Stock-based Compensation Allocated to the Company by RSL In relation to the RSL common share awards and options issued by RSL to employees of RSL, RSI, RSG and the Company, stock-based compensation expense of $0.1 million and $0.1 million was recorded for the three and nine months ended December 31, 2019, respectively, in the accompanying combined and consolidated statements of operations. Stock-based compensation expense of $0.2 million and $1.1 million was recorded for the three and nine months ended December 31, 2018, respectively, in the accompanying combined and consolidated statements of operations. The RSL common share awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based and performance-based events). The fair value of each RSL common share award is based on various corporate event-based considerations, including targets for RSL’s post-IPO Stock-based compensation expense is allocated to the Company over the required service period over which these RSL common share awards and RSL options would vest and is based upon the relative percentage of time utilized by RSL, RSI, and RSG employees on Company matters. | Note 8 — Share-Based Compensation Stock Options: In September 2018, the Company adopted its 2018 Equity Incentive Plan (the “2018 Plan”), under which 3,667,997 common shares are reserved for grant. The Company’s employees, directors and consultants are eligible to receive non-qualified ten-year At March 31, 2019, a total of 3,478,728 common shares were available for future issuance under the 2018 Plan. The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the assumptions in the following table: YEAR ENDED Risk-free interest rate 2.38% – 2.97% Expected term, in years 6.04 – 6.07 Expected volatility 74.79% – 75.11% Expected dividend yield —% [A] Stock Options Granted to Employees: During the year ended March 31, 2019, the Company granted stock option awards for 189,269 common shares under the 2018 Plan to employees of the Company. These options had a weighted-average exercise price of $4.12 per share at the grant date and a weighted-average fair value of $2.76 per share at the grant date. The weighted average remaining contractual life was 9.64 years as of March 31, 2019. The total intrinsic value of options outstanding was $707,130 for the year ended March 31, 2019. The intrinsic value is the difference between the estimated fair value of the Company’s common shares, as determined by the Board of Directors, and the exercise price of the stock option. For the year ended March 31, 2019, share-based compensation expense under the 2018 Plan was as follows: YEAR ENDED Research and development expenses $ 28,510 General and administrative expenses 2,294 Total share-based compensation $ 30,804 At March 31, 2019, total unrecognized compensation expense related to non-vested [B] Share-Based Compensation Allocated to the Company by RSL: In relation to the RSL common share awards and options issued by RSL to employees of RSL, RSI, RSG and Immunovant, Inc., the Company recorded share-based compensation expense of $453,122 and $1,277,460 for the period from December 19, 2017 to March 31, 2018 and for the year ended March 31, 2019, respectively. The RSL common share awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based and performance-based events). The fair value of each RSL common share award is based on various corporate event-based considerations, including targets for RSL’s post-IPO Shared-based compensation expense is allocated to the Company over the required service period over which these RSL common share awards and RSL options would vest and is based upon the relative percentage of time utilized by RSL, RSI, and RSG employees on Company matters. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 10 — Commitments and Contingencies As of December 31, 2019, the Company did not have any ongoing material financial commitments. The Company expects to enter into other commitments as the business further develops. In the normal course of business, the Company enters into agreements with contract service providers to assist in the performance of its R&D activities. Expenditures to contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”) represent significant costs in the Company’s clinical development of its product candidates. Subject to required notice periods and the Company’s 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. | Note 9 — Commitments and Contingencies As of March 31, 2018, the Company did not have any ongoing material financial commitments other than the Sublicense Agreement entered into with RSG. As of March 31, 2019, the Company did not have any ongoing material financial commitments. The Company expects to enter into other commitments as the business further develops. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events In May 2019, the Company achieved its first development and regulatory milestone under the HanAll Agreement which will result in a $10.0 million milestone payment that the Company expects to pay during the second quarter of the year ending March 31, 2020. |
Business Combination and Recapi
Business Combination and Recapitalization | 9 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination and Recapitalization | Note 3 — Business Combination and Recapitalization As discussed in Note 1, on December 18, 2019, HSAC completed the acquisition of ISL and acquired 100% of the ISL Shares in exchange for 42,080,376 shares of HSAC common stock issued to the Sellers and 10,000 shares of HSAC Series A preferred stock issued to RSL. The Business Combination was accounted for as a reverse recapitalization whereby HSAC was treated as the “acquired” company for accounting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, the Sellers have a majority of the voting power of the combined company, ISL will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company, and ISL’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing stock for the net assets of HSAC, accompanied by a recapitalization. The net assets of HSAC were stated at historical cost with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of ISL. The shares, options and net loss per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (0.48906624 Immunovant, Inc. shares for 1.0 ISL Share). The aggregate value of the consideration paid by HSAC in the Business Combination was $420.9 million, consisting of 42,080,376 shares of HSAC’s common stock and 10,000 shares of HSAC’s Series A preferred stock, in each case, valued at $10.00 per share (the deemed value of the shares issued pursuant to the Share Exchange Agreement). The closing price per share on the date of the closing of the Business Combination on December 18, 2019 was $13.88. As the Business Combination was accounted for as a reverse recapitalization, the $10.00 per share value is disclosed for informational purposes only in order to indicate the fair value of shares transferred. In addition, pursuant to the Share Exchange Agreement, all vested or unvested outstanding options to purchase common shares of ISL under its 2018 Equity Incentive Plan were automatically assumed by the Company and converted into options to purchase 4,408,287 shares of the Company’s common stock with no changes to the terms of the awards. In connection with the Business Combination, the Company incurred direct and incremental costs of $2.8 million, consisting of legal, accounting, financial advisory and other professional fees, which are included in additional paid-in Immediately after giving effect to the Business Combination, there were 56,455,376 shares of common stock issued, 54,655,376 shares outstanding, 10,000 shares of Series A preferred stock and warrants to purchase 5,750,000 shares of common stock issued and outstanding. Earnout Shares The Sellers are entitled to receive up to an additional 20,000,000 shares of the Company’s common stock (the “Earnout Shares”) if the volume-weighted average price of the Company’s shares equals or exceeds the following prices for any 20 trading days within any 30 trading-day (i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share (each of (i) and (ii) are a “Milestone”). If prior to March 31, 2025, (i) there is a change of control of the Company, (ii) any liquidation, dissolution or winding up of the Company is initiated, (iii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against the Company, or (iv) the Company makes an assignment for the benefit of creditors or consents to the appointment of a custodian, receiver or trustee for all or substantial part of its assets or properties (each, an “Acceleration Event”), then any Earnout Shares that have not been previously issued by the Company (whether or not previously earned) shall be deemed earned and due by the Company to the Sellers, unless in a change of control, the value of the consideration to be received in exchange for a share of the Company’s common stock is lower than the share price thresholds described above. Sponsor Restricted Stock Agreement In accordance with that certain restricted stock agreement, dated September 29, 2019, by and between HSAC and Health Sciences Holdings, LLC (the “Sponsor”), the Sponsor subjected 1,800,000 shares of its common stock based on the vesting of 900,000 shares for each milestone (“Sponsor Restricted Shares”) to potential forfeiture in the event that the Milestones (as defined above) are not achieved. In the event of an Acceleration Event (as defined above), all of such shares will vest and no longer be subject to forfeiture, unless in a change of control, the value of the consideration to be received in exchange for one share of common stock is lower than the applicable Milestone share price thresholds. Any shares that have not vested on or prior to March 31, 2025 will be forfeited by the Sponsor after such date. For accounting purposes, the Sponsor Restricted Shares are considered issued but not outstanding as of December 31, 2019 . Registration Rights In May 2019, HSAC entered into a registration rights agreement with the Sponsor, pursuant to which the Sponsor was granted certain rights relating to the registration of securities of HSAC held by the Sponsor. In September 2019, concurrent with the execution of the Share Exchange Agreement, HSAC, the Sponsor and the Sellers entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), which became effective as of the closing of the Business Combination. Under the Registration Rights Agreement, the Sponsor and the Sellers hold registration rights that obligate the Company to register for resale under the Securities Act of 1933, as amended (the “Securities Act”) all or any portion of the Registrable Securities (as defined in the Registration Rights Agreement) held by the Sponsor and the Sellers. Each of the Sponsor, Roivant and stockholders holding a majority-in-interest lock-up S-3 The Registration Rights do not meet the definition of a registration payment arrangement as there are no terms that require the Company to transfer consideration to the various securityholders if a registration statement is not declared effective or effectiveness is not maintained See Note 8 – Stockholders’ Equity for details of the Company’s capital stock prior to and subsequent to the Business Combination. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Convertible Notes Payable | Note 11 — Convertible Notes Payable On August 1, 2019, the Company issued two convertible promissory notes for an aggregate principal amount of $25.0 million (the “RTW Convertible Promissory Notes”) payable to the RTW Entities, investors of the Company. The RTW Convertible Promissory Notes accrued interest at 5% per annum and had a maturity date of March 31, 2020, the date upon which all unpaid interest and principal would have been due and payable. Prepayment of the RTW Convertible Promissory Notes prior to the maturity date was not permitted without the consent of the note holders of at least a majority of the outstanding principal amount of the convertible promissory notes issued by the Company. On September 26, 2019, such consent was obtained and $2.5 million aggregate principal amount of the RTW Convertible Promissory Notes was prepaid and the accrued interest on such principal amount was forgiven, bringing the aggregate principal balance of the RTW Convertible Promissory Notes to $22.5 million. On September 26, 2019, the Company issued four convertible promissory notes for an aggregate principal amount of $10.0 million (the “BVF Convertible Promissory Notes”) payable to entities affiliated with Biotechnology Value Fund, L.P. (“BVF”) under the same terms as the RTW Convertible Promissory Notes. The RSL Convertible Promissory Note (see Note 5), RTW Convertible Promissory Notes and BVF Convertible Promissory Notes (together, the “Convertible Promissory Notes”) included various conversion and redemption rights upon merger, certain financing events, change in control or maturity. Immediately prior to the closing of the Business Combination, the Convertible Promissory Notes were automatically converted into an aggregate of 7,156,495 ISL Shares, which were then exchanged for an aggregate of 3,500,000 shares of the Company’s common stock upon the closing of the Business Combination. Accrued interest of $0.6 million on the Convertible Promissory Notes was waived and cancelled immediately prior to the closing of the Business Combination in accordance with the terms of the Convertible Promissory Notes and was recorded within additional paid-in |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | [A] Basis of Presentation The Company’s fiscal year ends on March 31. The accompanying interim condensed combined and consolidated balance sheet as of December 31, 2019 and the interim condensed combined and consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for the three and nine months ended December 31, 2019 and 2018 are unaudited. The unaudited interim condensed combined and consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited interim condensed combined and consolidated financial statements have been prepared on the same basis as the audited combined and consolidated financial statements. Any reference in these notes to applicable guidance is 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”). In the opinion of management, the unaudited interim condensed combined and consolidated financial statements include all the adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position and the combined and consolidated results of its operations and cash flows for the interim periods presented. The results for the three and nine months ended December 31, 2019 are not necessarily indicative of the results to be expected for the year ending March 31, 2020 or for any future period. The condensed combined and consolidated balance sheet as of March 31, 2019 included herein was derived from the audited financial statements as of that date. These interim condensed combined and consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s definitive proxy statement filed with the SEC on November 29, 2019. Prior to July 6, 2018 (date of formation), the Company’s financial statements were derived by carving out the historical results of operations and historical cost basis of the assets and liabilities associated with product candidate IMVT-1401, that have been contributed to the Company by RSL, from RSL’s financial statements. Because the transfer of assets and liabilities in the formation of the Company were between entities under the common control of RSL and/or its wholly owned subsidiaries, the financial statements of the Company have been presented as if the Company had been a separate business since the acquisition of IMVT-1401 by RSG on December 19, 2017. Prior to July 6, 2018 (date of formation), the Company’s financial statements include reasonable allocations for assets and liabilities and expenses attributable to the Company’s operations. Beginning on July 6, 2018 (date of formation), the condensed combined and consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company believes that the assumptions underlying the allocations of expenses as well as assets and liabilities in the carve-out The Company has calculated its income tax amounts using a separate return methodology and it has presented these amounts as if it were a separate taxpayer from RSL. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. All share and per-share | [A] Basis of Presentation: The Company’s fiscal year ends on March 31. The accompanying combined and consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is 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 Company’s financial statements are derived by carving out the historical results of operations and historical cost basis of the assets and liabilities associated with product candidate IMVT-1401, that have been contributed to the Company by RSL, from RSL’s financial statements. Because the transfer of assets and liabilities in the formation of the Company were between entities under the common control of RSL and/or its wholly owned subsidiaries (See Note 3), the financial statements of the Company have been presented as if the Company had been a separate business since the acquisition of IMVT-1401 by RSG on December 19, 2017 and accordingly, the assets, liabilities and expenses relating to the Company’s operations have been separated from RSL in the financial statements for periods prior to and after the Company’s formation through March 31, 2019. The financial statements as of and for the period ended March 31, 2018, and for the year ended March 31, 2019 include reasonable allocations for assets and liabilities and expenses attributable to the Company’s operations. Beginning on July 6, 2018 (date of formation), the combined and consolidated financial statements include the accounts of Immunovant Sciences Ltd. and its wholly owned subsidiaries, ISHL, Immunovant, Inc., and ISG. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The carve-out Prepaid expenses, other current assets, fixed assets, accounts payable, and accrued liabilities reflect 100% of the assets and liabilities directly related to the Company’s operations. Compensation and related expenses were allocated based on the relative percentage of time utilized on company matters by the respective RSI employee. The allocation of all other assets, liabilities and expenses was based on management estimates. The Company believes that the assumptions underlying the allocations of direct and indirect expenses as well as assets and liabilities in the carve-out The Company has calculated its income tax amounts using a separate return methodology and it has presented these amounts as if it were a separate taxpayer from RSL. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. |
Use of Estimates | [B] Use of Estimates The preparation of condensed combined and consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed combined and consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, stock-based compensation, research and development costs and income taxes. 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. | [B] Use of Estimates: The preparation of combined and consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined and consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, share-based compensation, research and development costs and income taxes. 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. |
Risks and Uncertainties | [C] Risks and Uncertainties The Company is subject to risks common to early stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, third-party service providers such as contract research organizations, protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. | [C] Risks and Uncertainties: The Company is subject to risks common to early stage companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, third-party service providers such as contract research organizations, protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. |
Concentration of Credit Risk | [D] Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash. At December 31, 2019, the cash balance is deposited in one banking institution that the Company believes is of high credit quality and is in excess of federally insured levels. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. | [D] Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentration of credit risk include cash. At March 31, 2019 substantially all of the cash balance is deposited in two banking institutions that the Company believes are of high credit quality and are in excess of federally insured levels. The Company maintains its cash with accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. |
Cash and Cash Equivalents | [E] Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. At December 31, 2019, cash consisted of cash in bank deposits held at a financial institution. There were no cash equivalents as of December 31, 2019 or March 31, 2019. | [E] Cash and Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. At March 31, 2019, cash consisted of cash in bank deposits held at financial institutions. |
Property and Equipment | [F] Property and Equipment: Property and equipment, consisting of computers, is recorded at cost. 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 combined and consolidated statements of operations. Depreciation is recorded using the straight-line method over the estimated useful life of three years. 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 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 as 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. | |
Contingencies | [G] Contingencies: The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation 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. | |
Research and Development Expense | [F] Research and Development Expense Research and development costs with no alternative future use are expensed as incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of product sales over the remaining useful life of the asset. Research and development expenses primarily consist of employee-related costs and expenses from third parties who conduct research and development activities on behalf of the Company. The estimated costs of research and development activities conducted by third-party service providers, which primarily include the conduct of clinical trials and contract manufacturing activities, 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. The estimate of the work completed is developed through discussions with internal personnel and external services providers as to the progress toward completion of the services and the agreed-upon fee to be paid for such services. As actual costs become known, the accrued estimates are adjusted. Such estimates are not expected to be materially different from amounts actually incurred, however the Company’s understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of subject enrollment may vary from estimates and could result in reporting amounts that are higher or lower than incurred in any particular period. The estimate of accrued research and development expense is dependent, in part, upon the receipt of timely and accurate reporting from clinical research organizations and other third-party service providers. | [H] Research and Development Expense: Research and development costs with no alternative future use are expensed as incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of product sales over the remaining useful life of the asset. Research and development expenses primarily consist of employee-related costs and expenses from third parties who conduct research and development activities on behalf of the Company. The estimated costs of research and development activities conducted by third-party service providers, which primarily include the conduct of clinical trials and contract manufacturing activities, 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. The estimate of the work completed is developed through discussions with internal personnel and external services providers as to the progress toward completion of the services and the agreed-upon fee to be paid for such services. As actual costs become known, the accrued estimates are adjusted. Such estimates are not expected to be materially different from amounts actually incurred, however the Company’s understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of subject enrollment may vary from estimates and could result in reporting amounts that are higher or lower than incurred in any particular period. The estimate of accrued research and development expense is dependent, in part, upon the receipt of timely and accurate reporting from clinical research organizations and other third-party service providers. |
Income Taxes | [I] Income Taxes: The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the combined and consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between amounts in the combined and consolidated financial statements and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax (benefit) expense in the accompanying statement of operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning 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. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. | |
Share-based Compensation | [J] Share-based Compensation: Share-based awards to employees and directors are valued at fair value on the date of the grant and that fair value is recognized as share-based compensation expense over the requisite service period. The Company values its stock options that only have service vesting requirements or performance-based awards without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of awards as of the grant date using a Monte Carlo simulation model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for pre-vesting As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares. 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, Determining the appropriate amount to expense for performance-based awards based on the achievement of stated goals requires judgment. The estimate of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revisions is reflected in the period of change. If any applicable financial performance goals are not met, no compensation expense is recognized, and any previously recognized compensation cost is reversed. | |
Financial Instruments | [G] Financial Instruments The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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 consist of cash, accounts payable, accrued expenses and amounts due to Roivant Sciences Ltd. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. | [K] Financial Instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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 consist of cash, accounts payable, and accrued expenses. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. |
Foreign Currency | [H] Foreign Currency The Company has operations in the United States, the United Kingdom, Bermuda, and Switzerland. The results of its non-U.S. | [L] Foreign Currency: The Company has operations in the United States, the United Kingdom, Bermuda, and Switzerland. The results of its non-U.S. |
Net Loss Per Common Share | [I] Net Loss per Common Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders by the diluted weighted-average number of common shares outstanding during the period. In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share data. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Preferred stock as converted 10,000 — 10,000 — Restricted stock (unvested) (See Note 3) 1,800,000 — 1,800,000 — Options 4,209,573 118,843 4,209,573 118,843 Warrants 5,750,000 — 5,750,000 — Total 11,769,573 118,843 11,769,573 118,843 The Company was formed on July 6, 2018 and basic and diluted net loss per common share was calculated assuming the shares issued at formation were outstanding for the period prior to incorporation adjusted for subsequent share issuances during the period. The shares and net loss per common share, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (0.48906624 Immunovant, Inc. shares for 1.0 ISL Share). | [M] Net Loss Per Common Share: Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. For the period from December 19, 2017 to March 31, 2018, there were no instruments outstanding and the net loss per share was calculated as if the shares issued at formation were outstanding for the period ended March 31, 2018. For the year ended March 31, 2019, options to purchase 189,269 common shares were not included in the calculation of diluted weighted-average number of common shares outstanding because they were anti-dilutive given the net loss of the Company. The Company was formed on July 6, 2018 and basic and diluted net loss per common share was calculated assuming the shares issued at formation were outstanding for the period prior to incorporation adjusted for subsequent share issuances during the period. |
Recently Issued Accounting Pronouncements | [N] Recently Issued Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2016-02”), No. 2016-02 No. 2016-02 The Company plans to adopt the requirements of the new lease standard effective April 1, 2019. The Company will elect the optional transition method to apply the standard as of the effective date and therefore will not apply the standard to the comparative periods presented in the financial statements. The Company will elect the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company will not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use non-lease In June 2018, the FASB issued ASU No. 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” No. 2018-07. No. 2018-07 No. 2018-07 In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, No. 2018-13. 2018-13 No. 2018-13 No. 2018-13 | |
Recently Adopted Accounting Pronouncements | [L] Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2016-02”), No. 2016-02 No. 2016-02 right-of-use non-lease | [O] Recently Adopted Accounting Pronouncements: In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities No. 2016-01”) No. 2016-01 No. 2016-01 In November 2016, the FASB issued ASU No. 2016-18, No. 2016-18. beginning-of-period end-of-period No. 2016-18 No. 2016-18 No. 2016-18 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business No. 2017-01”), No. 2017-01 In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income : Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income No. 2018-02”). No. 2018-02 No. 2018-02 ASU 2018-02 |
Deferred Offering Costs | [J] Deferred Offering Costs Offering costs comprised of legal, and accounting fees and other costs incurred through June 30, 2019 were directly related to ISL’s proposed initial public offering (“IPO”). In August 2019, ISL’s board of directors determined to suspend ISL’s IPO registration process. Accordingly, the Company has written off deferred offering costs previously capitalized to general and administrative expense within the accompanying condensed combined and consolidated statement of operations for the nine months ended December 31, 2019. | |
Common Stock Warrants | [K] Common Stock Warrants The Company accounts for the issuance of common stock warrants based on the terms of the contract and whether there are any requirements for the Company to net cash settle the contract under any terms or conditions. Warrants for the purchase of 5,750,000 shares of common stock were issued by HSAC as part of the units sold in its IPO in May 2019. Each unit was comprised of one share of common stock and a warrant to purchase one half of one share of common stock upon the consummation of a business combination by HSAC. None of the terms of the warrants were modified as a result of the Business Combination. The warrants are freestanding financial instruments that are legally detachable from the shares of common stock that were issued at the same time. The warrants are redeemable at the Company’s option in certain conditions. The warrants require settlement to be in physical shares of common stock only. The terms of all of the outstanding warrant contracts expressly state there are no requirements for the Company to net cash settle the warrants under any circumstances. Accordingly, the Company has accounted for the warrants as equity instruments. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, March 31, Research and development expenses $ 4,135,493 $ 4,814,926 Legal and other professional fees 3,592,322 1,105,446 Other expenses 977,369 304,194 Total accrued expenses $ 8,705,184 $ 6,224,566 | Accrued expenses consist of the following: MARCH 31, 2018 2019 Research and development expenses $ 474,020 $ 4,814,926 Legal and other professional fees — 1,105,446 Other expenses — 304,194 Total accrued expenses $ 474,020 $ 6,224,566 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | YEAR ENDED YEAR ENDED Loss before income taxes: United States $ — $ (1,034,420 ) Switzerland (34,185,142 ) (27,246,911 ) Bermuda — (405,313 ) United Kingdom — (19,958 ) Other — 125,902 Total loss before income taxes: $ (34,185,142 ) $ (28,580,700 ) Current taxes: United States – Federal $ — $ 6,813 United States – State — 11,911 Switzerland — — Bermuda — — United Kingdom — — Other — — Total current tax expense: — 18,724 Deferred taxes: United States – Federal — — Switzerland — — Bermuda — — United Kingdom — — Other — — Total deferred tax expense: — — Total income tax provision: $ — $ 18,724 |
Schedule of Reconsiliation of Income Tax Provision | Bermuda Exempted Limited Company. A reconciliation of income tax provision computed at the Bermuda statutory rate (0%) to income tax provision reflected in the consolidated financial statements is as follows: YEAR ENDED YEAR ENDED Income tax provision $— $— Foreign rate differential (3,710,522) (3,847,028)* Valuation Allowance 3,710,522 5,144,004 Rate Changes (673,295)** Credits — (604,957) Total income tax provision: $— $18,724 * Primarily related to operations, including permanent differences in Switzerland, the United Kingdom, and the United States at rates different than the Bermuda rate. ** Related to rate changes in Switzerland and the United Kingdom |
Components of Deferred Tax Assets and Liabilities | comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2019 are as follows: YEAR ENDED YEAR ENDED Deferred Tax Assets: Intangible Assets $ 3,406,155 $ 5,000,391 Net Operating Losses 393,563 3,022,799 Share Based Compensation — 289,900 Credits — 559,518 Bonuses not yet paid 65,482 Subtotal 3,799,718 8,938,090 Valuation Allowance: (3,799,718 ) (8,910,048 ) Deferred Tax Liabilities: Other (16,674 ) Depreciation — (11,368 ) Total Net Deferred Taxes: $ — $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of fair value assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Risk-free interest rate 1.61% – 1.78 % 2.97 % 1.61% – 2.25 % 2.97 % Expected term, in years 5.97 – 6.11 6.04 5.75 – 6.11 6.04 Expected volatility 75.55% – 76.01 % 74.79 % 74.69% – 76.01 % 74.79 % Expected dividend yield — % — % — % — % | The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the assumptions in the following table: YEAR ENDED Risk-free interest rate 2.38% – 2.97% Expected term, in years 6.04 – 6.07 Expected volatility 74.79% – 75.11% Expected dividend yield —% |
Summary of stock-based compensation expense | For the three and nine months ended December 31, 2019 and 2018, stock-based compensation expense under the Company’s equity incentive plans was as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Research and development expenses $ 310,702 $ 9,980 $ 2,680,193 $ 11,173 General and administrative expenses 1,021,603 1,094 2,308,220 1,225 Total stock-based compensation $ 1,332,305 $ 11,074 $ 4,988,413 $ 12,398 | For the year ended March 31, 2019, share-based compensation expense under the 2018 Plan was as follows: YEAR ENDED Research and development expenses $ 28,510 General and administrative expenses 2,294 Total share-based compensation $ 30,804 |
Summary of stock option activity | A summary of the stock option activity under the Company’s equity incentive plans is as follows: Options Outstanding Number of Weighted- Remaining Aggregate Balance – March 31, 2019 189,269 $ 4.12 9.64 $ 707,130 Granted 4,590,731 $ 8.04 Cancelled (570,427 ) $ 7.13 Balance – December 31, 2019 4,209,573 $ 7.86 9.50 $ 33,177,110 Exercisable – December 31, 2019 169,275 $ 6.93 7.40 $ 1,514,163 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 Preferred stock as converted 10,000 — 10,000 — Restricted stock (unvested) (See Note 3) 1,800,000 — 1,800,000 — Options 4,209,573 118,843 4,209,573 118,843 Warrants 5,750,000 — 5,750,000 — Total 11,769,573 118,843 11,769,573 118,843 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Federal Home Loan Banks [Abstract] | |
Schedule of common stock reserved for future issuance | The Company has reserved the following shares of common stock for issuance: December 31, March 31, Conversion of Series A preferred stock 10,000 — Options outstanding 4,209,573 189,269 Options available for future option grants 5,478,728 3,478,728 Common stock warrants 5,750,000 — Total 15,448,301 3,667,997 |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) | Dec. 18, 2019shares | Dec. 31, 2019USD ($)shares | Dec. 17, 2019 | Mar. 31, 2019USD ($) |
Cash | $ | $ 123,530,132 | $ 6,985,089 | ||
Accumulated deficit | $ | $ (70,674,709) | $ (24,837,873) | ||
Series A Preferred Stock [Member] | ||||
Number of shares issued in business combination | 10,000 | 10,000 | ||
Roivant Sciences Ltd. (RSL) [Member] | Series A Preferred Stock [Member] | ||||
Number of shares issued in business combination | 10,000 | |||
Immunovant Sciences Ltd [Member] | ||||
Percentage of business acquisition | 100.00% | |||
Number of shares issued in business combination | 42,080,376 | |||
Shares exchange ratio | 0.48906624 | 0.48906624 | ||
Immunovant Sciences Ltd [Member] | Sellers [Member] | ||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Additional information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Mar. 31, 2019shares | Dec. 18, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,769,573 | 118,843 | 11,769,573 | 118,843 | 189,269 | |
Number of securities called by warrants or rights | 5,750,000 | 5,750,000 | ||||
IPO [Member] | ||||||
Number of securities called by warrants or rights | 5,750,000 | 5,750,000 | ||||
Immunovant Sciences Ltd [Member] | ||||||
Shares exchange ratio | 0.48906624 | 0.48906624 | 0.48906624 | |||
Warrant [Member] | ||||||
Initial public offering terms and conditions of unit | one share of common stock and a warrant to purchase one half of one share of common stock | |||||
Warrant [Member] | IPO [Member] | ||||||
Number of securities called by warrants or rights | 5,750,000 | 5,750,000 |
License Agreement - Additional
License Agreement - Additional Information (Detail) - USD ($) | May 31, 2019 | Dec. 07, 2018 | Dec. 19, 2017 | Dec. 31, 2019 | Mar. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Swiss value-added tax receivable | $ 2,995,527 | $ 2,912,809 | |||
Achievement of Development and Regulatory [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone Payments | $ 10,000,000 | ||||
Roivant Sciences Ltd. (RSL) [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate purchase price | $ 37,750,000 | ||||
Swiss value-added tax receivable | $ 2,912,809 | ||||
HanAll Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non Refundable Upfront Payment | $ 30,000,000 | ||||
Research development and out-of-pocket costs | 50.00% | ||||
HanAll Agreement [Member] | Research and Development Expense [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non Refundable Upfront Payment | $ 30,000,000 | ||||
Maximum [Member] | HanAll Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Amount of consideration for license agreement | 20,000,000 | ||||
Amount payable on achievement of certain development regulatory and sales milestones | $ 452,500,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | |||
Research and development expenses | $ 4,135,493 | $ 4,814,926 | $ 474,020 |
Legal and other professional fees | 3,592,322 | 1,105,446 | |
Other expenses | 977,369 | 304,194 | |
Total accrued expenses | $ 8,705,184 | $ 6,224,566 | $ 474,020 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 26, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Jul. 17, 2019 | Jun. 11, 2019 |
Related Party Transaction [Line Items] | ||||||||
Due to related parties | $ 3,133,866 | $ 58,556 | ||||||
Roivant Sciences Ltd. (RSL) [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties | $ 2,500,000 | $ 2,900,000 | $ 5,000,000 | |||||
Prepayment of related party debt | $ 2,500,000 | |||||||
Convertible Promissory note converted, shares issued | 511,178 | |||||||
Business combination shares exchanged | 250,000 | |||||||
Due to related parties Other payables | 200,000 | |||||||
Service Agreements [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 400,000 | $ 600,000 | $ 1,000,000 | $ 2,000,000 | 2,270,961 | |||
Partners capital contributions | 300,000 | $ 900,000 | 2,230,398 | |||||
Service Agreements [Member] | Roivant Sciences Ltd. (RSL) [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties | 100,000 | $ 40,563 | ||||||
Service Agreements [Member] | Roivant Sciences Ltd. (RSL) [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties | $ 200,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Common stock, authorized | 500,000,000 | 489,066,238 | 489,066,238 | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||
Cash Contribution | $ 866,264 | $ 13,040,183 | $ 16,130,948 | |||||
Common stock shares, issued | 636,805 | 1,273,609 | 1,273,609 | 56,455,376 | 38,590,381 | 1,273,609 | 38,590,381 | |
Common stock, sale price | $ 7.85 | $ 7.85 | $ 7.85 | $ 7.85 | ||||
Total net proceeds | $ 14,745,760 | $ 14,745,760 | ||||||
Preferred stock, shares issued | 0 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Number of securities called by warrants or rights | 5,750,000 | |||||||
Roivant Sciences Ltd. (RSL) [Member] | ||||||||
Cash Contribution | $ 13,900,550 | |||||||
Private Placement [Member] | ||||||||
Issuance of common shares, net, shares | 10,000,000 | |||||||
Exercise price of warrant | $ 11.50 | |||||||
Generating gross proceeds of private placement warrants | $ 5,000,000 | |||||||
IPO [Member] | ||||||||
Common stock, sale price | $ 16.50 | |||||||
Exercise price of warrant | $ 11.50 | |||||||
Warrants Outstanding | 11,500,000 | |||||||
Number of securities called by warrants or rights | 5,750,000 | |||||||
Redemption price per warrant | $ 0.01 | |||||||
Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 10,010,000 | |||||||
Common Stock | ||||||||
Common stock, authorized | 500,000,000 | |||||||
Common stock par value | $ 0.0001 | |||||||
Issuance of common shares, net, shares | 1,273,609 | 1,910,414 | ||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 10,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Percentage of voting power of outstanding shares | 25.00% | |||||||
Liquidation Amount Per Share | $ 0.01 | |||||||
Preferred stock, shares authorized | 10,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Loss before income taxes | |||||||
Loss before income taxes | $ (11,195,607) | $ (8,841,432) | $ (34,185,142) | $ (45,680,576) | $ (19,555,811) | $ (28,580,700) | $ (34,185,142) |
Current taxes | |||||||
Current tax expense | 18,724 | ||||||
Deferred taxes | |||||||
Deferred tax expense | 0 | 0 | |||||
Total income tax provision | $ 100,255 | $ 7,631 | $ 156,260 | $ 11,616 | 18,724 | ||
United States [Member] | |||||||
Loss before income taxes | |||||||
Loss before income taxes | (1,034,420) | ||||||
Current taxes | |||||||
Current tax expense | 6,813 | ||||||
Deferred taxes | |||||||
Deferred tax expense | 0 | 0 | |||||
Switzerland [Member] | |||||||
Loss before income taxes | |||||||
Loss before income taxes | (27,246,911) | (34,185,142) | |||||
Current taxes | |||||||
Current tax expense | 0 | 0 | |||||
Deferred taxes | |||||||
Deferred tax expense | 0 | 0 | |||||
Bermuda [Member] | |||||||
Loss before income taxes | |||||||
Loss before income taxes | (405,313) | ||||||
Current taxes | |||||||
Current tax expense | 0 | 0 | |||||
Deferred taxes | |||||||
Deferred tax expense | 0 | 0 | |||||
United Kingdom [Member] | |||||||
Loss before income taxes | |||||||
Loss before income taxes | (19,958) | ||||||
Current taxes | |||||||
Current tax expense | 0 | 0 | |||||
Deferred taxes | |||||||
Deferred tax expense | 0 | 0 | |||||
Other [Member] | |||||||
Loss before income taxes | |||||||
Loss before income taxes | 125,902 | ||||||
Current taxes | |||||||
Current tax expense | 0 | 0 | |||||
Deferred taxes | |||||||
Deferred tax expense | 0 | $ 0 | |||||
State and Local Jurisdiction [Member] | |||||||
Current taxes | |||||||
Current tax expense | $ 11,911 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes [Line Items] | ||||||
Effective income tax rate | (0.90%) | (0.09%) | (0.34%) | (0.06%) | (0.07%) | 0.00% |
Valuation allowance | $ 8,910,048 | $ 3,799,718 | ||||
Bermuda [Member] | ||||||
Income Taxes [Line Items] | ||||||
Effective income tax rate | 0.00% | |||||
Switzerland [Member] | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carry forwards | $ 22,900,000 | |||||
Net operating loss carry forwards expiration date | Mar. 31, 2026 | |||||
United Kingdom [Member] | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carry forwards | $ 200,000 | |||||
United States [Member] | ||||||
Income Taxes [Line Items] | ||||||
Research and development tax credit carry forwards | $ 600,000 | |||||
Tax credit carry forward, expiration date | Mar. 31, 2039 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Effective Income tax rate reconciliation, amount | ||||||
Income tax provision | $ 0 | $ 0 | ||||
Foreign rate differential | (3,847,028) | (3,710,522) | ||||
Valuation Allowance | 5,144,004 | $ 3,710,522 | ||||
Rate Changes | (673,295) | |||||
Credits | (604,957) | |||||
Total income tax provision | $ 100,255 | $ 7,631 | $ 156,260 | $ 11,616 | $ 18,724 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Deferred Tax Assets | ||
Intangible Assets | $ 5,000,391 | $ 3,406,155 |
Net Operating Losses | 3,022,799 | 393,563 |
Share Based Compensation | 289,900 | |
Credits | 559,518 | |
Bonuses not yet paid | 65,482 | |
Subtotal | 8,938,090 | 3,799,718 |
Valuation Allowance | (8,910,048) | (3,799,718) |
Deferred Tax Liabilities | ||
Other | (16,674) | |
Depreciation | (11,368) | |
Total Net Deferred Taxes | $ 0 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Dec. 18, 2019 | Jul. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options available for future option grants | 5,478,728 | 5,478,728 | 5,478,728 | 3,478,728 | |||||||
Common shares available for future issuance | 15,448,301 | 15,448,301 | 15,448,301 | 3,667,997 | |||||||
Number of options, granted | 4,590,731 | 189,269 | |||||||||
Weighted average exercise price, granted | $ 8.04 | $ 4.12 | |||||||||
Weighted average fair value at the grant date | $ 5.70 | $ 3.02 | $ 2.76 | ||||||||
Remaining contractual term | 9 years 6 months | 9 years 7 months 20 days | |||||||||
Intrinsic value of options outstanding | $ 33,177,110 | $ 33,177,110 | $ 33,177,110 | $ 707,130 | |||||||
Unrecognized equity-based compensation related to unvested stock options | $ 20,500,000 | $ 491,574 | |||||||||
Remaining weighted average service period for recognition | 3 years 4 months 24 days | 3 years 6 months 7 days | |||||||||
Share based compensation expense | $ 1,332,305 | $ 11,074 | $ 4,988,413 | $ 12,398 | $ 30,804 | ||||||
Stock options exercised | 0 | ||||||||||
2019 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options available for future option grants | 5,478,728 | 5,478,728 | 5,478,728 | ||||||||
Share based compensation, description | For grants of incentive stock options, if the grantee owns, or is deemed to own, 10% or more of the total voting power of the Company, then the exercise price shall be 110% of the fair market value of the Company's common shares on the date of grant and the option will have a five-year contractual term. | ||||||||||
Common shares available for future issuance | 5,500,000 | 5,500,000 | 5,500,000 | ||||||||
Number of options, granted | 21,272 | ||||||||||
Percentage of common stock outstanding each April 1st from 2020 to 2029 | 4.00% | ||||||||||
Maximum number of shares issued | 16,500,000 | 16,500,000 | 16,500,000 | ||||||||
2018 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options available for future option grants | 3,667,997 | 4,768,396 | |||||||||
Share based compensation, description | For grants of incentive stock options, if the grantee owns, or is deemed to own, 10% or more of the total voting power of the Company, then the exercise price shall be 110% of the fair market value of the Company's common shares on the date of grant and the option will have a ten-year contractual term. | ||||||||||
Share based compensation, contractual term | Ten-year | ||||||||||
Common shares available for future issuance | 3,478,728 | ||||||||||
Share based compensation arrangement by share based payment award number of shares assumed and converted into options to purchase shares | 4,188,301 | 4,188,301 | 4,188,301 | 4,408,287 | |||||||
Minimum [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation, contractual term | Ten-year | ||||||||||
Maximum [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation, contractual term | Five-year | ||||||||||
Roivant Sciences Ltd. (RSL) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share based compensation expense | $ 100,000 | $ 200,000 | $ 453,122 | $ 100,000 | $ 1,100,000 | $ 1,277,460 | |||||
Previously Reported [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options available for future option grants | 3,667,997 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of fair value assumptions (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate, minimum | 1.61% | 2.97% | 1.61% | 2.97% | 2.38% |
Risk-free interest rate, maximum | 1.78% | 2.25% | 2.97% | ||
Expected term, in years | 6 years 14 days | 6 years 14 days | |||
Expected volatility, minimum | 75.55% | 74.79% | 74.69% | 74.79% | 74.79% |
Expected volatility, maximum | 76.01% | 76.01% | 75.11% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term, in years | 5 years 11 months 19 days | 5 years 9 months | 6 years 14 days | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term, in years | 6 years 1 month 9 days | 6 years 1 month 9 days | 6 years 25 days | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Base Compensation - Summa
Stock-Base Compensation - Summary of share based compensation expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,332,305 | $ 11,074 | $ 4,988,413 | $ 12,398 | $ 30,804 |
Research and Development Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 310,702 | 9,980 | 2,680,193 | 11,173 | 28,510 |
General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,021,603 | $ 1,094 | $ 2,308,220 | $ 1,225 | $ 2,294 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) $ in Millions | May 31, 2019USD ($) |
Subsequent Event [Member] | HanAll Agreement [Member] | |
Subsequent Event [Line Items] | |
Milestone payment liability | $ 10 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,769,573 | 118,843 | 11,769,573 | 118,843 | 189,269 |
Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,000 | 10,000 | |||
Restricted Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,800,000 | 1,800,000 | |||
Stock Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,209,573 | 118,843 | 4,209,573 | 118,843 | |
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,750,000 | 5,750,000 |
Business Combination and Reca_2
Business Combination and Recapitalization - Additional Information (Detail) | Dec. 18, 2019USD ($)$ / sharesshares | Sep. 29, 2019shares | Mar. 31, 2025$ / sharesshares | Mar. 31, 2023$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2019shares | Jan. 31, 2019shares | Dec. 31, 2018shares |
Business combination consideration | $ | $ 420.9 | ||||||||
Business acquisition price per share | $ / shares | $ 10 | ||||||||
Per share price at closing | $ / shares | 13.88 | ||||||||
Business combination per share disclosed in fair value | $ / shares | $ 10 | ||||||||
Business combination costs | $ | $ 2.8 | ||||||||
Common Stock, Shares, Issued | 56,455,376 | 56,455,376 | 38,590,381 | 636,805 | 1,273,609 | ||||
Common share, shares outstanding | 54,655,376 | 54,655,376 | 38,590,381 | ||||||
Number of securities called by warrants or rights | 5,750,000 | 5,750,000 | |||||||
Common Stock | |||||||||
Number of shares issued in business combination | 3,500,000 | ||||||||
Immunovant Sciences Ltd [Member] | |||||||||
Percentage of business acquisition | 100.00% | ||||||||
Number of shares issued in business combination | 42,080,376 | ||||||||
Shares exchange ratio | 0.48906624 | 0.48906624 | 0.48906624 | ||||||
Forecast [Member] | Common Stock | |||||||||
Earnout shares reserved for issuance | 10,000,000 | 10,000,000 | |||||||
Maximum [Member] | Common Stock | |||||||||
Earnout shares reserved for issuance | 20,000,000 | 20,000,000 | |||||||
Minimum [Member] | Forecast [Member] | Common Stock | |||||||||
Volume-weighted average price | $ / shares | $ 31.50 | $ 17.50 | |||||||
General and Administrative Expense [Member] | |||||||||
Financial advisory fees | $ | $ 2.3 | $ 2.3 | |||||||
Sponsor [Member] | Restricted Stock [Member] | |||||||||
share based compensation, stock grant | 1,800,000 | ||||||||
Sponsor [Member] | Restricted Stock [Member] | Milestones [Member] | |||||||||
Restricted Share For Each Milestone | 900,000 | ||||||||
2018 Equity Incentive Plan [Member] | |||||||||
Number of options outstanding | 4,408,287 | 4,188,301 | 4,188,301 | ||||||
Series A Preferred Stock [Member] | |||||||||
Number of shares issued in business combination | 10,000 | 10,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of common stock reserved for future issuance (Detail) - shares | Dec. 31, 2019 | Mar. 31, 2019 |
Equity [Abstract] | ||
Conversion of Series A preferred stock | 10,000 | |
Options outstanding | 4,209,573 | 189,269 |
Options available for future option grants | 5,478,728 | 3,478,728 |
Common stock warrants | 5,750,000 | |
Total | 15,448,301 | 3,667,997 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of stock option activity (Detail) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | ||
Number of options, beginning balance | shares | 189,269 | |
Number of options, granted | shares | 4,590,731 | 189,269 |
Number of options, Forfeited/Cancelled | shares | (570,427) | |
Number of options, ending balance | shares | 4,209,573 | 189,269 |
Number of options, Exercisable | shares | 169,275 | |
Weighted average exercise price, beginning balance | $ / shares | $ 4.12 | |
Weighted average exercise price, granted | $ / shares | 8.04 | $ 4.12 |
Weighted average exercise price, forfeited | $ / shares | 7.13 | |
Weighted average exercise price, ending balance | $ / shares | 7.86 | $ 4.12 |
Weighted average exercise price, exercisable | $ / shares | $ 6.93 | |
Remaining contractual term | 9 years 6 months | 9 years 7 months 20 days |
Remaining contractual term, exercisable | 7 years 4 months 24 days | |
Aggregate Intrinsic Value, beginning balance | $ | $ 33,177,110 | $ 707,130 |
Aggregate Intrinsic Value, exercisable | $ | $ 1,514,163 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Detail) $ in Millions | 9 Months Ended | ||
Dec. 31, 2019USD ($)shares | Sep. 26, 2019USD ($)Promissory_Notes | Aug. 01, 2019USD ($)Promissory_Notes | |
Accrued Interest [Member] | |||
Convertible Notes Payable [Line Items] | |||
Accrued interest waived | $ 0.6 | ||
Common Stock | |||
Convertible Notes Payable [Line Items] | |||
Exchange of Common Stock | shares | 3,500,000 | ||
RTW Convertible Promissory Notes [Member] | |||
Convertible Notes Payable [Line Items] | |||
Number of promissory notes issued | Promissory_Notes | 2 | ||
Debt face amount | $ 22.5 | $ 25 | |
Debt instrument, interest rate | 5.00% | ||
Prepayment | $ 2.5 | ||
BVF Convertible Promissory Notes [Member] | |||
Convertible Notes Payable [Line Items] | |||
Number of promissory notes issued | Promissory_Notes | 4 | ||
Debt face amount | $ 10 | ||
Convertible Promissory Notes [Member] | |||
Convertible Notes Payable [Line Items] | |||
Conversion of convertible notes into common stock | shares | 7,156,495 |