Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38906 | |
Entity Registrant Name | IMMUNOVANT, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2771572 | |
Entity Address, Address Line One | 320 West 37th Street | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 917 | |
Local Phone Number | 580-3099 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | IMVT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 115,000,246 | |
Entity Central Index Key | 0001764013 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 558,952 | $ 400,146 |
Prepaid expenses and other current assets | 4,840 | 8,860 |
Total current assets | 563,792 | 409,006 |
Operating lease right-of-use assets | 2,731 | 3,282 |
Property and equipment, net | 209 | 201 |
Total assets | 566,732 | 412,489 |
Current liabilities: | ||
Accounts payable | 4,243 | 2,432 |
Accrued expenses | 23,058 | 15,160 |
Current portion of operating lease liabilities | 1,082 | 1,179 |
Total current liabilities | 28,383 | 18,771 |
Operating lease liabilities, net of current portion, and other noncurrent liabilities | 1,952 | 2,238 |
Total liabilities | 30,335 | 21,009 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock value | 0 | 0 |
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 114,998,871 shares issued and outstanding at September 30, 2021 and 500,000,000 shares authorized, 97,971,243 shares issued and outstanding at March 31, 2021 | 12 | 10 |
Additional paid-in capital | 802,774 | 590,425 |
Accumulated other comprehensive income (loss) | 442 | (298) |
Accumulated deficit | (266,831) | (198,657) |
Total stockholders’ equity | 536,397 | 391,480 |
Total liabilities and stockholders’ equity | 566,732 | 412,489 |
Series A preferred stock | ||
Stockholders’ equity: | ||
Preferred stock value | $ 0 | $ 0 |
Condensed Combined and Consolid
Condensed Combined and Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, outstanding (in shares) | 114,998,871 | 97,971,243 |
Common stock, issued (in shares) | 114,998,871 | 97,971,243 |
Series A preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Preferred stock, issued (in shares) | 10,000 | 10,000 |
Preferred stock, outstanding (in shares) | 10,000 | 10,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 21,361 | $ 11,976 | $ 40,066 | $ 28,898 |
General and administrative | 16,289 | 8,998 | 27,469 | 18,662 |
Total operating expenses | 37,650 | 20,974 | 67,535 | 47,560 |
Other expense (income), net | 84 | (225) | 711 | (151) |
Loss before (benefit) provision for income taxes | (37,734) | (20,749) | (68,246) | (47,409) |
(Benefit) provision for income taxes | (31) | 40 | (72) | 88 |
Net loss | $ (37,703) | $ (20,789) | $ (68,174) | $ (47,497) |
Net loss per common share - basic (in dollars per share) | $ (0.35) | $ (0.25) | $ (0.66) | $ (0.61) |
Net loss per common share - diluted (in dollars per share) | $ (0.35) | $ (0.25) | $ (0.66) | $ (0.61) |
Weighted-average common shares outstanding – basic (in shares) | 109,078,427 | 84,353,438 | 103,558,036 | 77,623,132 |
Weighted-average common shares outstanding – diluted (in shares) | 109,078,427 | 84,353,438 | 103,558,036 | 77,623,132 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (37,703) | $ (20,789) | $ (68,174) | $ (47,497) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 169 | (232) | 740 | (206) |
Total other comprehensive income (loss) | 169 | (232) | 740 | (206) |
Comprehensive loss | $ (37,534) | $ (21,021) | $ (67,434) | $ (47,703) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Underwritten Public Offering | Warrant Redemption | Roivant Sciences Ltd. (RSL) | Series A preferred stock | Common stock | Common stockUnderwritten Public Offering | Common stockUpon Achievement of Earnout Shares Milestone | Common stockWarrant Redemption | Additional paid-in capital | Additional paid-in capitalUnderwritten Public Offering | Additional paid-in capitalUpon Achievement of Earnout Shares Milestone | Additional paid-in capitalWarrant Redemption | Additional paid-in capitalRoivant Sciences Ltd. (RSL) | Accumulated other comprehensive income (loss) | Accumulated deficit |
Beginning balance (in shares) at Mar. 31, 2020 | 10,000 | 54,655,376 | ||||||||||||||
Beginning balance at Mar. 31, 2020 | $ 94,069 | $ 5 | $ 185,306 | $ (16) | $ (91,226) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (in shares) | 9,613,365 | 10,000,000 | 5,719,145 | |||||||||||||
Issuance of common stock | $ 130,428 | $ 65,752 | $ 1 | $ 1 | $ 1 | $ 130,427 | $ (1) | $ 65,751 | ||||||||
Vesting of sponsor restricted shares (in shares) | 900,000 | |||||||||||||||
Stock options exercised (in shares) | 23,841 | |||||||||||||||
Stock options exercised | 63 | 63 | ||||||||||||||
Capital contribution – stock-based compensation | 63 | 63 | ||||||||||||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | $ 164 | $ 164 | ||||||||||||||
Stock-based compensation | 3,918 | 3,918 | ||||||||||||||
Foreign currency translation adjustments | 26 | 26 | ||||||||||||||
Net loss | (26,708) | (26,708) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 10,000 | 80,911,727 | ||||||||||||||
Ending balance at Jun. 30, 2020 | 267,775 | $ 8 | 385,691 | 10 | (117,934) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 10,000 | 54,655,376 | ||||||||||||||
Beginning balance at Mar. 31, 2020 | 94,069 | $ 5 | 185,306 | (16) | (91,226) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (47,497) | |||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 10,000 | 97,890,705 | ||||||||||||||
Ending balance at Sep. 30, 2020 | 438,406 | $ 10 | 577,341 | (222) | (138,723) | |||||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 10,000 | 80,911,727 | ||||||||||||||
Beginning balance at Jun. 30, 2020 | 267,775 | $ 8 | 385,691 | 10 | (117,934) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (in shares) | 6,060,606 | 10,000,000 | ||||||||||||||
Issuance of common stock | $ 188,119 | $ 1 | $ 1 | $ 188,118 | $ (1) | |||||||||||
Vesting of sponsor restricted shares (in shares) | 900,000 | |||||||||||||||
Stock options exercised (in shares) | 18,372 | |||||||||||||||
Stock options exercised | 119 | 119 | ||||||||||||||
Capital contribution – stock-based compensation | 54 | 54 | ||||||||||||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | 53 | 53 | ||||||||||||||
Stock-based compensation | 3,307 | 3,307 | ||||||||||||||
Foreign currency translation adjustments | (232) | (232) | ||||||||||||||
Net loss | (20,789) | (20,789) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 10,000 | 97,890,705 | ||||||||||||||
Ending balance at Sep. 30, 2020 | 438,406 | $ 10 | 577,341 | (222) | (138,723) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 10,000 | 97,971,243 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | 391,480 | $ 10 | 590,425 | (298) | (198,657) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Restricted stock units vested and settled (in shares) | 6,352 | |||||||||||||||
Capital contribution – stock-based compensation | 41 | 41 | ||||||||||||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | 91 | 91 | ||||||||||||||
Stock-based compensation | 3,820 | 3,820 | ||||||||||||||
Foreign currency translation adjustments | 571 | 571 | ||||||||||||||
Net loss | (30,471) | (30,471) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 10,000 | 97,977,595 | ||||||||||||||
Ending balance at Jun. 30, 2021 | 365,532 | $ 10 | 594,377 | 273 | (229,128) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 10,000 | 97,971,243 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 391,480 | $ 10 | 590,425 | (298) | (198,657) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock options exercised (in shares) | 0 | |||||||||||||||
Net loss | $ (68,174) | |||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 10,000 | 114,998,871 | ||||||||||||||
Ending balance at Sep. 30, 2021 | 536,397 | $ 12 | 802,774 | 442 | (266,831) | |||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 10,000 | 97,977,595 | ||||||||||||||
Beginning balance at Jun. 30, 2021 | 365,532 | $ 10 | 594,377 | 273 | (229,128) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (in shares) | 17,021,276 | |||||||||||||||
Issuance of common stock | 200,000 | $ 2 | 199,998 | |||||||||||||
Capital contribution – stock-based compensation | 692 | 692 | ||||||||||||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | $ 38 | $ 38 | ||||||||||||||
Stock-based compensation | 7,669 | 7,669 | ||||||||||||||
Foreign currency translation adjustments | 169 | 169 | ||||||||||||||
Net loss | (37,703) | (37,703) | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 10,000 | 114,998,871 | ||||||||||||||
Ending balance at Sep. 30, 2021 | $ 536,397 | $ 12 | $ 802,774 | $ 442 | $ (266,831) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (68,174) | $ (47,497) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 12,222 | 7,342 |
Depreciation on property and equipment | 54 | 24 |
Non-cash lease expense | 551 | 431 |
Other non-cash items | 740 | (206) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 4,021 | 2,611 |
Accounts payable | 1,810 | 4,737 |
Accrued expenses | 7,898 | (5,315) |
Operating lease and other noncurrent liabilities | (383) | (143) |
Net cash used in operating activities | (41,261) | (38,016) |
Cash flows from investing activities | ||
Purchase of property and equipment | (62) | (86) |
Net cash used in investing activities | (62) | (86) |
Cash flows from financing activities | ||
Capital contributions | 129 | 217 |
Proceeds from issuance of common stock | 200,000 | |
Proceeds from stock options exercised | 0 | 182 |
Payment of deferred offering costs | 0 | (975) |
Repayment of note payable to Roivant Sciences Ltd. | 0 | (3,056) |
Net cash provided by financing activities | 200,129 | 381,903 |
Net change in cash | 158,806 | 343,801 |
Cash – beginning of period | 400,146 | 100,571 |
Cash – end of period | 558,952 | 444,372 |
Underwritten Public Offering | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 319,783 | |
Warrant Redemption | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | $ 0 | $ 65,752 |
Description of Business and Liq
Description of Business and Liquidity | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Liquidity | Description of Business and Liquidity [A] Description of Business Immunovant, Inc. together with its wholly owned subsidiaries (the “Company” or “Immunovant”) is a clinical-stage biopharmaceutical company focused on enabling normal lives for people with autoimmune diseases. The Company is developing a novel, fully human monoclonal antibody, IMVT-1401, formerly referred to as RVT-1401 (“batoclimab”) that selectively binds to and inhibits the neonatal fragment crystallizable receptor. The Company intends to develop batoclimab for indications in which there is robust evidence that pathogenic immunoglobulin G antibodies drive disease manifestation and for which reduction of these antibodies should lead to clinical benefit for patients with 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. Upon the closing of the Business Combination, ISL became a wholly owned subsidiary of HSAC and HSAC was renamed “Immunovant, Inc.”. [B] Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of September 30, 2021, the Company’s cash totaled $559.0 million and its accumulated deficit was $266.8 million. 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 batoclimab 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 candidate. The Company currently expects that its existing cash as of September 30, 2021 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date the unaudited condensed consolidated financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies [A] Basis of Presentation The Company’s fiscal year ends on March 31 and its first three fiscal quarters end on June 30, September 30, and December 31. The accompanying condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial 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 condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. The unaudited condensed 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. 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 condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair statement of results for the interim periods. The results for the three and six months ended September 30, 2021 are not necessarily indicative of those expected for the year ending March 31, 2022 or for any future period. The condensed consolidated balance sheet as of March 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on June 1, 2021. [B] Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, stock-based compensation, litigation accruals, clinical trial accruals, operating leases, 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. Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of September 30, 2021 and through the issuance of these unaudited condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact that the COVID-19 pandemic may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. [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 clinical effectiveness of the product, commercialization of products, regulatory approvals, dependence on key products, key personnel and third-party service providers such as contract research organizations (“CROs”), 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. As of September 30, 2021, the cash balance is kept in 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 an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash. [E] 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, milestone payments under the HanAll Agreement and expenses from third parties who conduct research and development activities (including manufacturing) on behalf of the Company. The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by CROs. In making these estimates, the Company considers various factors, including status and timing of services performed, the number of patients enrolled and the rate of patient enrollment. The Company accrues costs for non-clinical studies and contract manufacturing activities over the service periods specified in the contracts and are 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. [F] Stock-based Compensation Stock-based awards to employees and directors are valued at fair value on the date of the grant and that fair value is recognized as stock-based compensation expense over the requisite service period. The grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Company values its stock options that only have service vesting requirements using the Black-Scholes option pricing model. Stock-based compensation related to restricted stock awards is based on the fair value of the Company’s common stock on the grant date. 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, expected dividend yield and the fair value of the Company’s common stock. Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The expected share price volatility for the Company’s common stock is estimated by taking the average historical price volatility for the Company’s peers. 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. As the Company has never paid and does not anticipate paying cash dividends on its common stock, the expected dividend yield is assumed to be zero. The Company accounts for pre-vesting award forfeitures when they occur. [G] 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 stock 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 stock 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 stock has 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 stock 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: Six Months Ended September 30, 2021 2020 Preferred stock as converted 10,000 10,000 Options 6,156,944 5,834,682 Restricted stock units 3,394,097 127,200 Total 9,561,041 5,971,882 [H] Recent Accounting Pronouncements Recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. |
Material Agreements
Material Agreements | 6 Months Ended |
Sep. 30, 2021 | |
Material Agreements [Abstract] | |
Material Agreements | Material Agreements License Agreement 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. (“HanAll”). Under the HanAll Agreement, RSG received (1) the non-exclusive right to manufacture and (2) the exclusive, royalty-bearing right to develop, import, use and commercialize the antibody referred to as batoclimab and certain back-up and next-generation antibodies, and products containing such antibodies, in the United States of America (the “U.S.”), Canada, Mexico, the European Union, the United Kingdom, Switzerland, the Middle East, North Africa and Latin America (the “Licensed Territory”). In exchange for this license, RSG provided or agreed to provide the following consideration: • Upfront, non-refundable payment of $30.0 million; • Up to $20.0 million in shared (50%) research, development, and out-of-pocket costs incurred by HanAll; • Up to an aggregate of $442.5 million (after a $10 million milestone payment in August 2019) upon the achievement of certain development, regulatory and sales milestones; and • Tiered royalties ranging from the mid-single digits to mid-teens on net product sales subject to reduction on a product-by-product and country-by-country basis, until the later of (1) expiration of patent and regulatory exclusivity or (2) the 11th anniversary of the first commercial sale of such product in such country. Since the acquisition of batoclimab, RSL and the Company have performed all the development associated with batoclimab and no amounts were incurred by HanAll and reported to the Company, to research or develop the technology for the three and six months ended September 30, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, 2021 March 31, 2021 Research and development expenses $ 14,778 $ 10,147 Accrued financial advisory fees 5,000 — Accrued bonuses 1,792 3,138 Legal and other professional fees 761 1,196 Other expenses 727 679 Total accrued expenses $ 23,058 $ 15,160 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Roivant Sciences, Inc. (“RSI”) and RSG Services Agreements 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 mark-up. RSI and RSG also provided such services prior to the formalization of the Services Agreements, and such costs have been recognized by the Company in the period in which the services were rendered. Employee compensation expense, inclusive of base salary and fringe benefits, is determined based upon the relative percentage of time utilized on Company matters. All other costs will be billed back at cost. The term of the Services Agreements will continue until terminated by the Company, RSI or RSG, as applicable, upon 90 days’ written notice. For the three and six months ended September 30, 2021, the Company was charged $0.8 million and $0.9 million, respectively, by RSI, RSG and RSL, which were treated as capital contributions in the accompanying unaudited condensed consolidated financial statements. For the three and six months ended September 30, 2020, the Company was charged $0.2 million and $0.5 million, respectively, by RSI, RSG and RSL, of which $0.1 million and $0.3 million, respectively, were treated as capital contributions and $0.1 million and $0.2 million, respectively, were treated as amounts due to RSL in accrued expenses in the accompanying unaudited condensed consolidated financial statements. RSL Promissory Note In July 2019, the Company entered into an interest-free promissory note payable to RSL in the amount of $2.9 million (the “July Promissory Note”). The July Promissory Note had a 180-day term and was payable on demand upon the expiration of the term. In May 2020, the Company paid and settled the July Promissory Note. RSL Information Sharing and Cooperation Agreement In December 2018, the Company entered into an amended and restated information sharing and cooperation agreement (the “Cooperation Agreement”) with RSL. The Cooperation Agreement, among other things: (1) obligates the Company to deliver to RSL periodic financial statements and other information upon reasonable request and to comply with other specified financial reporting requirements; (2) requires the Company to supply certain material information to RSL to assist it in preparing any future SEC filings; and (3) requires the Company to implement and observe certain policies and procedures related to applicable laws and regulations. The Company has agreed to indemnify RSL and its affiliates and their respective officers, employees and directors against all losses arising out of, due to or in connection with RSL’s status as a stockholder under the Cooperation Agreement and the operations of or services provided by RSL or its affiliates or their respective officers, employees or directors to the Company or any of its subsidiaries, subject to certain limitations set forth in the Cooperation Agreement. No amounts have been paid or received under this agreement; however, the Company believes this agreement is material to its business and operations. Subject to specified exceptions, the Cooperation Agreement will terminate upon the earlier of (1) the mutual written consent of the parties or (2) the later of when RSL no longer (a) is required by U.S. GAAP to consolidate the Company’s results of operations and financial position, account for its investment in the Company under the equity method of accounting or, by any rule of the SEC, include the Company’s separate financial statements in any filings it may make with the SEC and (b) has the right to elect directors constituting a majority of the Company’s board of directors. RSI Subleases In June 2020, the Company entered into two sublease agreements with RSI for two floors of the building the Company currently occupies as its headquarters in New York. The subleases will expire on February 27, 2024 and April 29, 2024, respectively, and have scheduled rent increases each year. During the three months ended September 30, 2021 and 2020, the Company incurred $0.3 million and $0.3 million, respectively, in rent expense under these operating leases. During the six months ended September 30, 2021 and 2020, the Company incurred $0.6 million and $0.5 million, respectively, in rent expense under these operating leases. RSL Share Purchase Agreement On August 2, 2021, the Company and RSL entered into a share purchase agreement pursuant to which the Company issued 17,021,276 shares of the Company’s common stock, par value $0.0001 per share, to RSL at a per share price of $11.75 and received aggregate net proceeds of $200.0 million. Prior to the share issuance, the Company and RSL explored alternative potential transactions whereby the Company incurred additional costs, including $5.0 million in financial advisory fees, which are included in general and administrative expenses and accrued expenses in the accompanying unaudited condensed consolidated financial statements as of, and for the three and six months ended September 30, 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rates were 0.08% and 0.11% for the three and six months ended September 30, 2021, respectively, and (0.19)% and (0.18)% for the three and six months ended September 30, 2020, respectively. The Company's effective rate is primarily driven by its jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 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 September 30, 2021. 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. 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 will be entitled to share ratably in the assets legally available for distribution to all stockholders. 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. Other than the 10,000 shares of preferred stock designated as Series A preferred stock, there were no issued and outstanding shares of preferred stock as of September 30, 2021. 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. As of September 30, 2021, the Company has 114,998,871 shares of common stock issued and outstanding. The Company has reserved the following shares of common stock for issuance: September 30, 2021 March 31, 2021 Conversion of Series A preferred stock 10,000 10,000 Options outstanding 6,156,944 7,988,999 Restricted stock units outstanding 3,394,097 1,095,676 Equity awards available for future grants 4,963,197 1,781,043 Total 14,524,238 10,875,718 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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 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. Each year on April 1, the number of common shares reserved for issuance increased automatically by 4.0% of the total number of shares of common stock outstanding on the last day of the preceding month. On April 1, 2021, 3,918,850 shares of common stock were added to the 2019 Plan pool in accordance with the evergreen provision of the 2019 Plan. As of September 30, 2021, options to purchase 3,209,770 shares of common stock and 3,394,097 restricted stock units (“RSUs”) were outstanding under the 2019 Plan and 4,963,197 shares of common stock remained available for future grant under the 2019 Plan. Stock Option Repricing Effective September 11, 2021, the Company’s board of directors repriced certain previously granted and still outstanding vested and unvested stock option awards under the 2019 Plan held by eligible employees and executive officers. As a result, the exercise price for these awards was lowered to $8.62 per share, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on September 10, 2021. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 2,548,636 vested and unvested stock options outstanding as of September 11, 2021 with original exercise prices ranging from $10.71 to $50.67, were repriced. The repricing on September 11, 2021 resulted in incremental stock-based compensation expense of $2.6 million, of which $0.4 million related to vested stock option awards and was expensed on the repricing date, and $2.2 million related to unvested stock option awards is being amortized on a straight-line basis over the remaining weighted-average vesting period of those awards of approximately 3.2 years. 2018 Equity Incentive Plan Pursuant to the Share Exchange Agreement, upon the closing of the Business Combination, all vested or unvested outstanding options to purchase common shares of ISL under its 2018 Equity Incentive Plan (the “2018 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. As of the effective date of the 2019 Plan, no further stock awards have been or will be made under 2018 Plan. As of September 30, 2021, 2,947,174 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: Number of Weighted- Remaining Aggregate Balance - March 31, 2021 7,988,999 $ 16.97 9.04 $ 25,958 Granted 680,310 10.05 Forfeited (2,471,739) 23.68 Expired (40,626) 19.26 Balance - September 30, 2021 6,156,944 $ 8.96 8.38 $ 2,316 Exercisable - September 30, 2021 2,372,363 $ 9.06 7.65 $ 1,318 The weighted-average exercise price, remaining contractual term and aggregate intrinsic value as of September 30, 2021 reflect the impact of the stock option repricing discussed above. 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 as of September 30, 2021. There were no stock options exercised during the six months ended September 30, 2021. The stock options granted during the six months ended September 30, 2021 had a weighted-average grant date fair value per share of $7.21. 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 September 30, Six Months Ended September 30, 2021 2020 2021 2020 Risk-free interest rate 0.80% - 1.12% 0.30% - 0.40% 0.80% - 1.12% 0.30% - 0.44% Expected term, in years 6.11 5.81 - 6.11 6.03 - 6.11 5.56 - 6.11 Expected volatility 88.72% - 91.15% 83.31% - 84.05% 82.92% - 91.15% 78.16% - 84.05% Expected dividend yield —% —% —% —% Restricted Stock Unit Awards A summary of RSUs activity under the Company’s equity incentive plans is as follows: Number of RSUs Weighted- Average Grant Date Fair Value Outstanding as of March 31, 2021 1,095,676 $ 20.43 Issued 2,747,794 7.34 Vested and settled (6,352) 24.86 Forfeited (443,021) 19.59 Outstanding as of September 30, 2021 3,394,097 $ 9.94 Of the 3,394,097 RSUs outstanding as of September 30, 2021, 63,600 RSUs are vested and have not been settled, and the remaining 3,330,497 RSUs are not vested. Stock-based Compensation Expense For the three and six months ended September 30, 2021 and 2020, stock-based compensation expense under the Company’s equity incentive plans was as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Research and development expenses $ 3,768 $ 951 $ 3,805 $ 1,370 General and administrative expenses 3,901 2,356 7,684 5,855 Total stock-based compensation $ 7,669 $ 3,307 $ 11,489 $ 7,225 As of September 30, 2021, total unrecognized compensation expense related to non-vested stock options and RSUs was $37.1 million and $26.4 million, respectively, which is expected to be recognized over the remaining weighted-average service period of 2.60 years and 1.65 years, respectively. 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 $0.2 million and $0.1 million was recorded for the three months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.1 million for the six months ended September 30, 2021 and 2020, respectively, in the accompanying unaudited condensed consolidated statements of operations. RSL RSUs The Company’s Principal Executive Officer was granted 25,000 RSUs of RSL in January 2021. These RSUs have a requisite service period of eight years. These RSUs will vest upon the achievement of both a time-based service requirement and RSL liquidity event requirement on or before the grant expiration date. In September 2021, as a result of the closing of RSL’s business combination with Montes Archimedes Acquisition Corp. and the subsequent public listing of RSL’s common shares, the liquidity event of these RSL RSUs was achieved. Accordingly, the Company commenced recognition of stock-based compensation expense for the RSL RSUs in September 2021. For the three and six months ended September 30, 2021, the Company recorded $0.4 million of stock-based compensation expense related to these RSUs. As of September 30, 2021, there was $0.6 million of unrecognized compensation expense related to unvested RSL RSUs. The Company will recognize this stock-based compensation expense over the remaining requisite service period. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business. The Company records a liability when a particular contingency is probable and estimable. In February 2021, a putative securities class action complaint was filed against the Company and certain of its current and former officers in the U.S. District Court for the Eastern District of New York on behalf of a class consisting of those who acquired the Company’s securities from October 2, 2019 and February 1, 2021. The complaint alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making false and misleading statements regarding the safety of batoclimab and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On April 20, 2021, three movants filed motions for appointment as lead plaintiff, one of which was subsequently withdrawn on April 23, 2021. No hearing date has been set for the lead plaintiff motions. Following appointment of lead plaintiff, defendants, including the Company, expect the lead plaintiff to file an amended complaint and defendants, including the Company, to file a motion to dismiss the amended complaint. The Company intends to defend the case vigorously and has not recorded a liability related to this lawsuit because, at this time, the Company is unable to reasonably estimate possible losses or determine whether an unfavorable outcome is either probable or remote. Commitments In the normal course of business, the Company enters into agreements with CROs for clinical trials and with vendors for nonclinical studies, manufacturing and other services and products for operating purposes, which agreements are generally cancellable by the Company at any time, subject to payment of remaining obligations under binding purchase orders and, in certain cases, nominal early-termination fees. These commitments are not deemed significant. There are certain contracts wherein the Company has a minimum purchase commitment, however, most of it is due and payable within one year. Contingencies In March 2020, COVID-19 disease was declared a pandemic by the World Health Organization. The COVID-19 pandemic continues to and is disrupting supply chains and affecting production and sales across a range of industries. Currently, the Company has not suffered significant adverse consequences as a result of the COVID-19 pandemic, though it did slow enrollment of its clinical trials prior to the Company’s voluntary pause of clinical dosing in February 2021. The extent of the impact of COVID-19 on the Company’s future operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, including its variants, impact on employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s future financial condition or results of operations is uncertain. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | [A] Basis of Presentation The Company’s fiscal year ends on March 31 and its first three fiscal quarters end on June 30, September 30, and December 31. The accompanying condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial 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 condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. The unaudited condensed 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. 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 condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair statement of results for the interim periods. The results for the three and six months ended September 30, 2021 are not necessarily indicative of those expected for the year ending March 31, 2022 or for any future period. The condensed consolidated balance sheet as of March 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on June 1, 2021. |
Use of Estimates | [B] Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, stock-based compensation, litigation accruals, clinical trial accruals, operating leases, 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. Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of September 30, 2021 and through the issuance of these unaudited condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact that the COVID-19 pandemic may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. |
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 clinical effectiveness of the product, commercialization of products, regulatory approvals, dependence on key products, key personnel and third-party service providers such as contract research organizations (“CROs”), protection of intellectual property rights and the ability to make milestone, royalty or other payments due under any license, collaboration or supply agreements. |
Concentrations of Credit Risk | [D] Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash. As of September 30, 2021, the cash balance is kept in 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 an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash. |
Research and Development Expense | [E] 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, milestone payments under the HanAll Agreement and expenses from third parties who conduct research and development activities (including manufacturing) on behalf of the Company. The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by CROs. In making these estimates, the Company considers various factors, including status and timing of services performed, the number of patients enrolled and the rate of patient enrollment. The Company accrues costs for non-clinical studies and contract manufacturing activities over the service periods specified in the contracts and are 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. |
Stock-based Compensation | [F] Stock-based Compensation Stock-based awards to employees and directors are valued at fair value on the date of the grant and that fair value is recognized as stock-based compensation expense over the requisite service period. The grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Company values its stock options that only have service vesting requirements using the Black-Scholes option pricing model. Stock-based compensation related to restricted stock awards is based on the fair value of the Company’s common stock on the grant date. 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, expected dividend yield and the fair value of the Company’s common stock. Since the Company has limited option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The expected share price volatility for the Company’s common stock is estimated by taking the average historical price volatility for the Company’s peers. 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. As the Company has never paid and does not anticipate paying cash dividends on its common stock, the expected dividend yield is assumed to be zero. The Company accounts for pre-vesting award forfeitures when they occur. |
Net Loss per Common Share | [G] 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 stock 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 stock 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 stock has 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 stock outstanding for basic and diluted net loss per common share data. |
Recent Accounting Pronouncements | [H] Recent Accounting Pronouncements Recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to, have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Potentially Dilutive Securities that 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: Six Months Ended September 30, 2021 2020 Preferred stock as converted 10,000 10,000 Options 6,156,944 5,834,682 Restricted stock units 3,394,097 127,200 Total 9,561,041 5,971,882 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): September 30, 2021 March 31, 2021 Research and development expenses $ 14,778 $ 10,147 Accrued financial advisory fees 5,000 — Accrued bonuses 1,792 3,138 Legal and other professional fees 761 1,196 Other expenses 727 679 Total accrued expenses $ 23,058 $ 15,160 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company has reserved the following shares of common stock for issuance: September 30, 2021 March 31, 2021 Conversion of Series A preferred stock 10,000 10,000 Options outstanding 6,156,944 7,988,999 Restricted stock units outstanding 3,394,097 1,095,676 Equity awards available for future grants 4,963,197 1,781,043 Total 14,524,238 10,875,718 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the Company’s equity incentive plans is as follows: Number of Weighted- Remaining Aggregate Balance - March 31, 2021 7,988,999 $ 16.97 9.04 $ 25,958 Granted 680,310 10.05 Forfeited (2,471,739) 23.68 Expired (40,626) 19.26 Balance - September 30, 2021 6,156,944 $ 8.96 8.38 $ 2,316 Exercisable - September 30, 2021 2,372,363 $ 9.06 7.65 $ 1,318 |
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 September 30, Six Months Ended September 30, 2021 2020 2021 2020 Risk-free interest rate 0.80% - 1.12% 0.30% - 0.40% 0.80% - 1.12% 0.30% - 0.44% Expected term, in years 6.11 5.81 - 6.11 6.03 - 6.11 5.56 - 6.11 Expected volatility 88.72% - 91.15% 83.31% - 84.05% 82.92% - 91.15% 78.16% - 84.05% Expected dividend yield —% —% —% —% |
Schedule of Restricted Stock Unit Awards Activity | A summary of RSUs activity under the Company’s equity incentive plans is as follows: Number of RSUs Weighted- Average Grant Date Fair Value Outstanding as of March 31, 2021 1,095,676 $ 20.43 Issued 2,747,794 7.34 Vested and settled (6,352) 24.86 Forfeited (443,021) 19.59 Outstanding as of September 30, 2021 3,394,097 $ 9.94 |
Summary of Stock-based Compensation Expense | For the three and six months ended September 30, 2021 and 2020, stock-based compensation expense under the Company’s equity incentive plans was as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Research and development expenses $ 3,768 $ 951 $ 3,805 $ 1,370 General and administrative expenses 3,901 2,356 7,684 5,855 Total stock-based compensation $ 7,669 $ 3,307 $ 11,489 $ 7,225 |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) $ in Thousands | Dec. 18, 2019shares | Sep. 30, 2021USD ($)segment | Mar. 31, 2021USD ($) | Dec. 17, 2019 |
Business Acquisition [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Cash | $ | $ 558,952 | $ 400,146 | ||
Accumulated deficit | $ | $ 266,831 | $ 198,657 | ||
Immunovant Sciences Ltd | ||||
Business Acquisition [Line Items] | ||||
Percentage of business acquisition | 100.00% | |||
Immunovant Sciences Ltd | Common stock | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in business combination (in shares) | shares | 42,080,376 | |||
Immunovant Sciences Ltd | Series A preferred stock | Roivant Sciences Ltd. (RSL) | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in business combination (in shares) | shares | 10,000 | |||
Immunovant Sciences Ltd | Sellers | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (Detail) - shares | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,561,041 | 5,971,882 |
Preferred stock as converted | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,000 | 10,000 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,156,944 | 5,834,682 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,394,097 | 127,200 |
Material Agreements - Additiona
Material Agreements - Additional Information (Detail) - USD ($) | Dec. 07, 2018 | Dec. 19, 2017 | Aug. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront, non-refundable payment | $ 30,000,000 | ||||||
Research and development and out-of-pocket | 50.00% | ||||||
Milestone payments | $ 10,000,000 | ||||||
Research and development | $ 21,361,000 | $ 11,976,000 | $ 40,066,000 | $ 28,898,000 | |||
Purchase price | $ 37,800,000 | ||||||
HanAll Biopharma Co., Ltd | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Research and development | $ 0 | $ 0 | $ 0 | $ 0 | |||
Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Consideration paid | $ 20,000,000 | ||||||
Maximum | Upon Achievement Of Development Regulatory And Sales Milestones | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contingent milestone payments | $ 442,500,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 14,778 | $ 10,147 |
Accrued financial advisory fees | 5,000 | 0 |
Accrued bonuses | 1,792 | 3,138 |
Legal and other professional fees | 761 | 1,196 |
Other expenses | 727 | 679 |
Total accrued expenses | $ 23,058 | $ 15,160 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 02, 2021USD ($)$ / sharesshares | Jul. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)subleaseAgreement | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | $ 800 | $ 200 | $ 900 | $ 500 | ||||
Number of sublease agreements | subleaseAgreement | 2 | |||||||
Operating lease rent expense | 300 | 300 | 600 | 500 | ||||
Roivant Sciences Ltd. (RSL) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts | 100 | 200 | ||||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | 38 | $ 91 | 53 | $ 164 | ||||
Due to related parties | $ 2,900 | |||||||
Promissory note term | 180 days | |||||||
Number of shares issued in transaction (in shares) | shares | 17,021,276 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock, sale price (in dollars per share) | $ / shares | $ 11.75 | |||||||
Consideration received from sale of stock | $ 200,000 | |||||||
Financial advisory fees | $ 5,000 | $ 5,000 | ||||||
Roivant Sciences Ltd. (RSL) | Capital Contributions | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | $ 100 | $ 300 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.08% | (0.19%) | 0.11% | (0.18%) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Subsidiary or Equity Method Investee [Line Items] | ||
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 114,998,871 | 97,971,243 |
Common stock, outstanding (in shares) | 114,998,871 | 97,971,243 |
Series A preferred stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Preferred stock, issued (in shares) | 10,000 | 10,000 |
Preferred stock, outstanding (in shares) | 10,000 | 10,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Liquidation amount per share (in dollars per share) | $ 0.01 | |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Series A preferred stock | Maximum | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage of voting power of outstanding shares | 25.00% | |
Roivant Sciences Ltd. | Series A preferred stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Preferred stock, issued (in shares) | 10,000 | |
Preferred stock, outstanding (in shares) | 10,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred Stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Preferred stock, issued (in shares) | 0 | |
Preferred stock, outstanding (in shares) | 0 | |
Preferred stock, authorized (in shares) | 10,010,000 | |
Common stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common stock, authorized (in shares) | 500,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, issued (in shares) | 114,998,871 | |
Common stock, outstanding (in shares) | 114,998,871 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of common stock reserved for future issuance (Detail) - shares | Sep. 30, 2021 | Apr. 01, 2021 | Mar. 31, 2021 |
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | |||
Conversion of Series A preferred stock (in shares) | 10,000 | 10,000 | |
Options outstanding (in shares) | 6,156,944 | 7,988,999 | |
Equity awards available for future grants (in shares) | 4,963,197 | 1,781,043 | |
Total (in shares) | 14,524,238 | 3,918,850 | 10,875,718 |
Restricted stock units outstanding | |||
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | |||
Restricted stock units, outstanding (in shares) | 3,394,097 | 1,095,676 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 11, 2021 | Jan. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 18, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common shares available for future issuance (in shares) | 14,524,238 | 14,524,238 | 3,918,850 | 10,875,718 | ||||||
Common shares outstanding (in shares) | 4,963,197 | 4,963,197 | 1,781,043 | |||||||
Stock option repricing, weighted average exercise price (in dollars per share) | $ 8.62 | |||||||||
Stock options repricing, vested and unvested stock options outstanding (in shares) | 2,548,636 | |||||||||
Share based compensation expense | $ 7,669 | $ 3,307 | $ 11,489 | $ 7,225 | ||||||
Stock options exercised (in shares) | 0 | |||||||||
Weighted average fair value at the grant date (in dollars per share) | $ 7.21 | |||||||||
Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option repricing, weighted average exercise price (in dollars per share) | $ 10.71 | |||||||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option repricing, weighted average exercise price (in dollars per share) | $ 50.67 | |||||||||
Research and Development Expense | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 3,768 | 951 | $ 3,805 | 1,370 | ||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | $ 2,600 | |||||||||
Unrecognized equity-based compensation related to unvested stock options | $ 37,100 | $ 37,100 | ||||||||
Remaining weighted average service period for recognition | 2 years 7 months 6 days | |||||||||
Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock units, outstanding (in shares) | 3,394,097 | 3,394,097 | 1,095,676 | |||||||
Unrecognized equity-based compensation related to RSUs | $ 26,400 | $ 26,400 | ||||||||
Remaining weighted average service period for recognition | 1 year 7 months 24 days | |||||||||
Restricted stock units, grants in period (in shares) | 2,747,794 | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock units, outstanding (in shares) | 3,330,497 | 3,330,497 | ||||||||
Restricted stock units vested and not settled (not unvested) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock units outstanding (in shares) | 63,600 | 63,600 | ||||||||
Vested Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 400 | |||||||||
Unvested Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | $ 2,200 | |||||||||
Award vesting period | 3 years 2 months 12 days | |||||||||
Roivant Sciences Ltd. (RSL) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | $ 200 | $ 100 | $ 300 | $ 100 | ||||||
Roivant Sciences Ltd. (RSL) | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 400 | 400 | ||||||||
Unrecognized equity-based compensation related to unvested stock options | $ 600 | $ 600 | ||||||||
Restricted stock units, grants in period (in shares) | 25,000 | |||||||||
Award requisite service period | 8 years | |||||||||
2019 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common shares available for future issuance (in shares) | 5,500,000 | 4,963,197 | 4,963,197 | |||||||
Maximum number of shares issued (in shares) | 16,500,000 | |||||||||
Percentage of common stock outstanding | 4.00% | |||||||||
Common shares outstanding (in shares) | 3,209,770 | 3,209,770 | ||||||||
2019 Equity Incentive Plan | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock units, outstanding (in shares) | 3,394,097 | 3,394,097 | ||||||||
2018 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common shares available for future issuance (in shares) | 0 | |||||||||
Common shares outstanding (in shares) | 2,947,174 | 2,947,174 | ||||||||
Options outstanding as result of the acquisition (in shares) | 4,408,287 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock option activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Number of options | ||
Number of options, beginning balance (in shares) | 7,988,999 | |
Number of options, granted (in shares) | 680,310 | |
Number of options, forfeited (in shares) | (2,471,739) | |
Number of options, expired (in shares) | (40,626) | |
Number of options, ending balance (in shares) | 6,156,944 | 7,988,999 |
Weighted- Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 16.97 | |
Weighted average exercise price, granted (in dollars per share) | 10.05 | |
Weighted average exercise price, forfeited (in dollars per share) | 23.68 | |
Weighted average exercise price, expired (in dollars per share) | 19.26 | |
Weighted average exercise price, ending balance (in dollars per share) | $ 8.96 | $ 16.97 |
Additional Disclosures | ||
Remaining contractual term | 8 years 4 months 17 days | 9 years 14 days |
Aggregate intrinsic value | $ 2,316 | $ 25,958 |
Number of options, exercisable (in shares) | 2,372,363 | |
Weighted average exercise price, exercisable (in dollars per share) | $ 9.06 | |
Remaining contractual term, exercisable | 7 years 7 months 24 days | |
Aggregate intrinsic value, exercisable | $ 1,318 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of fair value assumptions (Detail) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.80% | 0.30% | 0.80% | 0.30% |
Expected term, in years | 6 years 1 month 9 days | 5 years 9 months 21 days | 6 years 10 days | 5 years 6 months 21 days |
Expected volatility | 88.72% | 83.31% | 82.92% | 78.16% |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.12% | 0.40% | 1.12% | 0.44% |
Expected term, in years | 6 years 1 month 9 days | 6 years 1 month 9 days | 6 years 1 month 9 days | |
Expected volatility | 91.15% | 84.05% | 91.15% | 84.05% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit Awards (Details) - Restricted stock units | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Unvested Restricted Stock Outstanding | |
Outstanding, beginning balance (in shares) | shares | 1,095,676 |
Restricted stock units, issued (in shares) | shares | 2,747,794 |
Restricted stock units, vested and settled (in shares) | shares | (6,352) |
Restricted stock units, forfeited (in shares) | shares | (443,021) |
Outstanding, ending balance (in shares) | shares | 3,394,097 |
Weighted Average Grant Date Fair Value | |
Outstanding, weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 20.43 |
Issued, weighted average grant date fair value (in dollars per share) | $ / shares | 7.34 |
Exercised, weighted average grant date fair value (in dollars per share) | $ / shares | 24.86 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 19.59 |
Outstanding, weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | $ 9.94 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of share based compensation expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 7,669 | $ 3,307 | $ 11,489 | $ 7,225 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,768 | 951 | 3,805 | 1,370 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,901 | $ 2,356 | $ 7,684 | $ 5,855 |