Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | May 17, 2023 | Sep. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2023 | ||
Current Fiscal Year End Date | --03-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 238.9 | ||
Entity Common Stock, Shares Outstanding | 130,408,389 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended March 31, 2023. | ||
Entity Central Index Key | 0001764013 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended |
Mar. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Iselin, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 376,532 | $ 493,817 |
Accounts receivable | 700 | 12,229 |
Prepaid expenses and other current assets | 26,916 | 6,253 |
Income tax receivable | 185 | 632 |
Total current assets | 404,333 | 512,931 |
Operating lease right-of-use assets | 1,172 | 2,303 |
Property and equipment, net | 333 | 330 |
Total assets | 405,838 | 515,564 |
Current liabilities: | ||
Accounts payable | 1,353 | 18,629 |
Accrued expenses | 40,421 | 24,575 |
Current portion of operating lease liabilities | 1,173 | 1,145 |
Due to Roivant Sciences Ltd. | 350 | 171 |
Total current liabilities | 43,297 | 44,520 |
Operating lease liabilities, net of current portion | 47 | 1,219 |
Total liabilities | 43,344 | 45,739 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 130,329,863 shares issued and outstanding at March 31, 2023 and 500,000,000 shares authorized, 116,482,899 shares issued and outstanding at March 31, 2022 | 13 | 12 |
Additional paid-in capital | 927,976 | 824,796 |
Accumulated other comprehensive income | 852 | 404 |
Accumulated deficit | (566,347) | (355,387) |
Total stockholders’ equity | 362,494 | 469,825 |
Total liabilities and stockholders’ equity | 405,838 | 515,564 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Mar. 31, 2022 |
Preferred stock, issued (in shares) | 0 | |
Preferred stock, outstanding (in shares) | 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, issued (in shares) | 130,329,863 | 116,482,899 |
Common share, outstanding (in shares) | 130,329,863 | 116,482,899 |
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 |
Preferred Stock | ||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 160,257 | $ 101,808 |
Acquired in-process research and development | 10,000 | 0 |
General and administrative | 48,019 | 54,225 |
Total operating expenses | 218,276 | 156,033 |
Interest income, net | (7,578) | 0 |
Other expense | 253 | 781 |
Loss before provision (benefit) for income taxes | (210,951) | (156,814) |
Provision (benefit) for income taxes | 9 | (84) |
Net loss | $ (210,960) | $ (156,730) |
Net loss per common share - basic (in dollars per share) | $ (1.71) | $ (1.43) |
Net loss per common share - diluted (in dollars per share) | $ (1.71) | $ (1.43) |
Weighted-average common shares outstanding – basic (in shares) | 123,075,329 | 109,679,256 |
Weighted-average common shares outstanding – diluted (in shares) | 123,075,329 | 109,679,256 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (210,960) | $ (156,730) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 448 | 702 |
Total other comprehensive income | 448 | 702 |
Comprehensive loss | $ (210,512) | $ (156,028) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Series A preferred stock | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit |
Beginning balance (in shares) at Mar. 31, 2021 | 10,000 | 97,971,243 | ||||
Beginning balance at Mar. 31, 2021 | $ 391,480 | $ 0 | $ 10 | $ 590,425 | $ (298) | $ (198,657) |
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 | |||
Restricted stock units vested and settled (in shares) | 1,490,380 | |||||
Capital contribution – stock-based compensation | 1,101 | 1,101 | ||||
Capital contribution – expenses allocated from Roivant Sciences Ltd. | 129 | 129 | ||||
Stock-based compensation | 33,143 | 33,143 | ||||
Foreign currency translation adjustments | 702 | 702 | ||||
Net loss | (156,730) | (156,730) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 10,000 | 116,482,899 | ||||
Ending balance at Mar. 31, 2022 | 469,825 | $ 0 | $ 12 | 824,796 | 404 | (355,387) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 12,500,000 | |||||
Issuance of common stock | 70,228 | $ 1 | 70,227 | |||
Stock options exercised and restricted stock units vested and settled (in shares) | 1,346,964 | |||||
Stock options exercised and restricted stock units vested and settled | 657 | 657 | ||||
Capital contribution – stock-based compensation | 330 | 330 | ||||
Stock-based compensation | 31,966 | 31,966 | ||||
Foreign currency translation adjustments | 448 | 448 | ||||
Net loss | (210,960) | (210,960) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 10,000 | 130,329,863 | ||||
Ending balance at Mar. 31, 2023 | $ 362,494 | $ 0 | $ 13 | $ 927,976 | $ 852 | $ (566,347) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (210,960) | $ (156,730) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 32,296 | 34,244 |
Depreciation on property and equipment | 193 | 126 |
Non-cash lease expense | 1,131 | 1,106 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,764 | (11,633) |
Prepaid expenses and other current assets | (20,533) | 2,137 |
Income tax receivable | 461 | (85) |
Accounts payable | (17,124) | 16,254 |
Accrued expenses | 15,568 | 9,472 |
Operating lease liabilities | (1,145) | (1,179) |
Due to Roivant Sciences Ltd. | 156 | 176 |
Net cash used in operating activities | (188,193) | (106,112) |
Cash flows from investing activities | ||
Purchases of property and equipment | (197) | (254) |
Net cash used in investing activities | (197) | (254) |
Cash flows from financing activities | ||
Payment of offering costs | (272) | 0 |
Proceeds from stock options exercised | 657 | 0 |
Capital contributions | 0 | 129 |
Net cash provided by financing activities | 70,885 | 200,129 |
Effect of exchange rate changes on cash and cash equivalents | 220 | (92) |
Net change in cash and cash equivalents | (117,285) | 93,671 |
Cash and cash equivalents – beginning of period | 493,817 | 400,146 |
Cash and cash equivalents – end of period | 376,532 | 493,817 |
Non-cash operating activity | ||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 0 | 127 |
Underwritten Offering | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock upon underwritten offering | 70,500 | 0 |
Proceeds from investment by Roivant Sciences Ltd. | 70,500 | 0 |
Roivant Sciences Ltd. (RSL) | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock upon underwritten offering | 0 | 200,000 |
Proceeds from investment by Roivant Sciences Ltd. | $ 0 | $ 200,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business [A] Description of Business Immunovant, Inc. (together with its wholly owned subsidiaries, the “Company” or “Immunovant”) is a clinical-stage biopharmaceutical company dedicated to enabling normal lives for people with autoimmune diseases. The Company’s innovative product pipeline includes batoclimab, formerly referred to as IMVT-1401, and IMVT-1402, both of which are novel, fully human, monoclonal antibodies that target the neonatal fragment crystallizable receptor (“FcRn”). Designed to be optimized as a simple, subcutaneous injection with dosing that the Company believes can be tailored based on disease severity and stage, batoclimab has been observed to reduce immunoglobulin G (“IgG”) antibodies that cause inflammation and disease. IMVT-1402 has also demonstrated deep IgG antibody reduction in animal studies. Immunovant, Inc.’s wholly owned subsidiaries include Immunovant Treasury Inc. a Delaware corporation based in the United States (“U.S”) and Immunovant Sciences Ltd. (“ISL”), a Bermuda exempted limited company. Incorporated by ISL are its wholly owned subsidiaries, Immunovant Sciences Holdings Ltd. (“ISHL”), a private limited company incorporated in the United Kingdom under the laws of England and Wales, IMVT Corporation, a Delaware corporation based in the U.S., 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. The Company has determined that it has one operating and reporting segment. [B] Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2023, the Company’s cash and cash equivalents totaled $376.5 million and its accumulated deficit was $566.3 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, IMVT-1402 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. The Company currently expects that its existing cash and cash equivalents as of March 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date these consolidated financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“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 accompanying 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. [B] Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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, geopolitical tensions and global slowdown of economic activity, decades-high inflation, rising interest rates and a potential recession in the U.S. has had on its operations and financial results as of March 31, 2023 and through the issuance of this report. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact that these uncertainties 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 and cash equivalents. As of March 31, 2023, the cash balances are 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 accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash. [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, 2023, cash and cash equivalents included $346.2 million of money market funds invested in high-quality, short-term securities that are issued and guaranteed by the U.S. government and its agencies that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. There were no cash equivalents as of March 31, 2022. [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. Depreciation is recorded using the straight-line method over the estimated useful life of three years. 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 consolidated statements of operations. [G] Impairment of Long-lived Assets Long-lived assets, such as right-of-use assets due to operating leases, property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. [H] Contingencies The Company, from time to time, has been and may be 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. Legal defense costs associated with loss contingencies are expensed in the period incurred. Additionally, the Company records a receivable for rights to insurance recoveries, limited to the extent of incurred or probable losses, when such recoveries have been agreed to with third-party insurers and when receipt is deemed probable. This includes instances when the third-party insurers have agreed to pay, on the Company's behalf, certain legal defense costs and settlement amounts directly to applicable law firms and settlement funds. [I] Research and Development Expenses Research and development costs with no alternative future use are expensed as incurred. Research and development expenses primarily consist of employee-related costs 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. The Company participates in cost-sharing arrangements with third parties whereas the third parties have agreed to share a portion of the costs incurred by the Company, related to batoclimab drug manufacturing and clinical trials. The Company records the third parties’ share of the costs as a reduction of research and development expenses and an increase to accounts receivable in the accompanying consolidated financial statements based on actual amounts incurred by the Company and billable to the third parties. These cost-sharing arrangements do not contemplate any future revenue-generating activity or global commercialization efforts of batoclimab benefiting any of the parties. [J] Acquired In-Process Research and Development Expenses Acquired in-process research and development (“IPR&D”) expenses include payments made or due in connection with license agreements upon the achievement of development and regulatory milestones. The Company evaluates in-licensed agreements for IPR&D projects to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expenses in its consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Payments made in connection with regulatory and sales-based milestones will be capitalized and amortized to cost of product sales over the remaining useful life of the asset. [K] Leases Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future fixed lease payments over the expected lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement, adjusted by any initial direct costs and exclude any lease incentives received. The Company determines the lease term as the non-cancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease costs such as common area costs and other operating costs are expensed as incurred. The Company accounts for lease and non-lease components as a single lease component for its leases. [L] Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between amounts in the 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 consolidated statements 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 strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company’s policy is to recognize interest and/or penalties related to income tax matters in provision for income taxes. [M] 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. When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable market price or volatility of the Company’s common stock that is used in the valuation as a result of material non-public information, if that information is expected to result in a material increase in share price. 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. [N] Fair Value of 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 gr eatest 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 and cash equivalents, accounts receivable, accounts payable, accrued expenses and amounts due to Roivant Sciences Ltd. (" RSL"). These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. There were no Level 2 or Level 3 financial instruments as of March 31, 2023 or 2022. [O] Foreign Currency The Company has operations in the U.S., the United Kingdom, Bermuda, and Switzerland. The results of its non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. The Company’s assets and liabilities are translated using the current exchange rate as of the consolidated balance sheet date and equity is translated using historical rates. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are recognized in accumulated other comprehensive income (loss). Foreign exchange transaction gains and losses are included in other expense (income), net in the consolidated statements of operations. [P] 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: Years Ended March 31, 2023 2022 Preferred stock as converted 10,000 10,000 Stock options 11,682,481 8,018,731 Restricted stock units 3,692,979 2,670,864 Total 15,385,460 10,699,595 [Q] 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 U.S. Securities and Exchange Commission did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Material Agreements
Material Agreements | 12 Months Ended |
Mar. 31, 2023 | |
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 (including IMVT-1402), and products containing such antibodies, in 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 $432.5 million (after an aggregate amount of $20.0 million of milestone achievements as of March 31, 2023) upon the achievement of certain development, regulatory and sales milestones; and • Tiered royalties ranging from the mid-single digits to mid-teens percentage of net sales of licensed products subject to standard offsets and 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. 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 pertains to immunology. On December 7, 2018, RSG issued a notice to terminate the Sublicense Agreement with ISG and entered into an 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 batoclimab and IMVT-1402 in the Licensed Territory, for an aggregate purchase price of $37.8 million. Under the HanAll Agreement, the parties may choose to collaborate on a research program directed to the research and development of next generation FcRn inhibitors in accordance with an agreed plan and budget. Each party has agreed that neither it nor certain of its affiliates will clinically develop or commercialize certain competitive products in the Licensed Territory. In the fiscal 2023 third quarter, the Company achieved its second development and regulatory milestone under the HanAll Agreement o f $10.0 million, which was paid in the fiscal 2023 fourth quarter and recorded as acquired in-process research and development expenses in the accompanying consolidated statement of operations for the year ended March 31, 2023. As of March 31, 2023, the Company does not have any additional amounts payable to HanAll for research and development costs incurred and reported to the Company pursuant to the HanAll Agreement. As of March 31, 2022, $0.4 million was payable to HanAll for research and development costs incurred and reported to the Company pursuant to the HanAll Agreement. Product Service Agreement and Master Services Agreement On November 17, 2021, ISG entered into a Product Service Agreement, (“PSA”), with Samsung Biologics Co., Ltd., (“Samsung”), pursuant to which Samsung will manufacture and supply the Company with batoclimab drug substance for commercial sale, if approved, and perform other manufacturing-related services with respect to batoclimab. The Company previously entered in a Master Services Agreement, (“MSA”) with Samsung, dated April 30, 2021, which governs certain terms of the Company’s relationship with Samsung. Upon execution of the PSA, the Company committed to purchase process performance qualification batches of batoclimab and pre-approval inspection batches of batoclimab which may be used for regulatory submissions and, pending regulatory approval, commercial sale. In addition to these, the Company is obligated to purchase additional batches of batoclimab in the four-year period of 2026 through 2029. The PSA will continue until the later of December 31, 2029 or the completion of the services thereunder, unless the PSA is terminated earlier. If the Company makes a final decision to stop all development of batoclimab and all attempts to obtain regulatory approval for batoclimab, then the Company will have the right to terminate the PSA with 30 days’ written notice to Samsung as long as such notice is provided no later than January 2024. Upon such termination of the PSA, the Company will pay Samsung for non-cancellable service fees and costs that Samsung incurs and for all batches of batoclimab scheduled to be manufactured during the two-year period following such termination. In addition, either party may terminate the PSA on account of (i) the other party’s material breach of the PSA that is not cured within a specified period after the termination notice, (ii) the other party’s insolvency or bankruptcy, or (iii) certain force majeure events. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): March 31, 2023 2022 Research and development expenses $ 31,321 $ 18,196 Accrued bonuses 7,530 4,456 Legal and professional fees 572 679 Other expenses 998 1,244 Total accrued expenses $ 40,421 $ 24,575 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Roivant Sciences Inc. (“RSI”) and RSG Services Agreements In August 2018, the Company entered into amended and restated 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. 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. 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 year ended March 31, 2023, the Company was charged $0.4 million under the Services Agreements, included in the accompanying consolidated statement of operations and amounts due to RSL in the accompanying consolidated balance sheet. For the year ended March 31, 2022, the Company was charged $0.5 million under the Services Agreements, included in the accompanying consolidated statement of operations, of which $0.1 million and $0.4 million were treated as capital contributions and amounts due to RSL, respectively, in the accompanying consolidated balance sheet. 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. 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 See Note 9 – Leases for a discussion of the subleases the Company has entered into with RSI. RSL Share Purchases See Note 7 – Stockholders’ Equity for a discussion of the RSL share purchases as part of the Company’s underwritten offering in October 2022 and share purchase agreement in August 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The loss before income taxes and the related tax (benefit) provision are as follows (in thousands): Years Ended March 31, 2023 2022 (Loss) income before income taxes United States $ (27,708) $ (43,949) Switzerland (183,187) (112,786) Bermuda (58) (77) United Kingdom 2 (2) Total loss before income taxes $ (210,951) $ (156,814) Current taxes United States – Federal $ — $ (85) United States – State 9 1 Total current tax (benefit) expense 9 (84) Deferred tax expense — — Total benefit for income taxes $ 9 $ (84) A reconciliation of the benefit for income taxes computed at the U.S. statutory rate of 21% for the years ended March 31, 2023 and 2022 to the benefit for income taxes reflected in the consolidated statements of operations is as follows (in thousands): Years Ended March 31, 2023 2022 Income tax benefit at statutory rate $ (44,300) $ (32,931) Foreign rate differential 14,569 8,978 Research and development credits (4,798) (2,493) Valuation allowance 31,944 23,283 Non-deductible expense 3,632 3,121 Tax deficiencies (excess tax benefits) from stock-based compensation (1,960) 439 Other 922 (481) Total benefit for income taxes $ 9 $ (84) The Company’s effective tax rate was 0% and 0.05% for the years ended March 31, 2023 and March 31, 2022, respectively, primarily driven by the Company’s jurisdictional earnings by location, certain non-deductible expenditures, research and development credits, 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, 2023 and 2022 are as follows (in thousands): March 31, 2023 2022 Deferred tax assets Intangible assets $ 8,112 $ 6,726 Net operating losses 64,418 40,297 Stock-based compensation 7,120 5,581 Research and development credits 10,798 6,010 Lease liability 260 501 Others 1,782 219 Total deferred tax assets 92,490 59,334 Valuation allowance (91,988) (58,704) Deferred tax assets, net of valuation allowance $ 502 $ 630 Deferred tax liabilities Depreciation $ (69) $ (69) Right-of-use assets (250) (489) Others (183) (72) Total deferred tax liabilities (502) (630) Total net deferred taxes $ — $ — As of March 31, 2023, the Company has gross net operating loss carryforwards in the following jurisdictions: Switzerland of approximately $447.6 million, which will begin to expire as of March 31, 2027, the United Kingdom of approximately $0.8 million, which can be carried forward indefinitely with an annual usage limitation, and the U.S. of approximately $27.7 million, which can be carried forward indefinitely with utilization limited to 80% of future taxable income for tax years beginning on or after January 1, 2021. The Company has research and development and orphan drug credit carryforwards in the U.S. of approximately $10.8 million, which will begin to expire in the fiscal year ending March 31, 2039, and approximately $2.2 million is subject to an annual usage limitation. 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 $92.0 million and $58.7 million for the years ended March 31, 2023 and 2022, respectively, representing the portion of the net deferred tax assets that is not expected 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 balance sheet date in order to determine the proper amount, if any, required for a valuation allowance. As of March 31, 2023, the Company does not have undistributed earnings from foreign subsidiaries. The Company regularly evaluates whether foreign earnings are expected to be indefinitely reinvested. This evaluation requires judgment about the future operating and liquidity needs of the Company. Changes in economic and business conditions, foreign or U.S. tax laws, or the Company’s financial situation could result in a change to the Company’s position. The Company is subject to tax and files income tax returns in the United Kingdom, Switzerland, and U.S. federal, state, and local jurisdictions. The Company’s March 31, 2023, 2022, 2021, 2020 and 2019 tax returns remain open for tax examinations in most 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. The Company had unrecognized tax benefit activity during the years ended March 31, 2023 and 2022 and related liabilities were not material to the Company’s consolidated financial statements as of March 31, 2023 and 2022. The Company does not expect the amount of unrecognized tax benefits to significantly increase or decrease within the next 12 months. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Series A Preferred Stock As of March 31, 2023, 10,000 shares of Series A preferred stock, par value $0.0001 per share, were outstanding and held by RSL. 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 will be entitled to share ratably in the assets legally available for distribution to all stockholders. Preferred Stock As of March 31, 2023, the Company has 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 of preferred stock designated as Series A preferred stock, there were no issued and outstanding shares of preferred stock as of March 31, 2023. Common Stock As of March 31, 2023, 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. In January 2021, the Company filed a shelf registration statement on Form S-3 with the SEC which permits the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $900.0 million of its common stock, of which $150.0 million may be issued and sold pursuant to an at-the-market (ATM) offering program for sales of the Company’s common stock under a sales agreement with SVB Leerink LLC, subject to certain conditions as specified in the sales agreement. The Company agreed to pay SVB Leerink up to 3% of the gross proceeds sold through the sale agreement. The Company’s common stock would be sold at prevailing market prices at the time of the sale and, as a result, prices may vary. The Company has not issued or sold any securities pursuant to the shelf registration statement or ATM offering program. 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 in the accompanying statement of operations for the year ended March 31, 2022. In October 2022, the Company completed an underwritten offering of 12,500,000 shares of its common stock (including 416,667 shares of common stock purchased by RSL) at an offering price of $6.00 per share, for net proceeds to the Company of approximately $70.2 million after deducting underwriting discounts and commissions and offering expenses. As of March 31, 2023, the Company ha d 130,329,863 shares of common stock outstanding, which include the above share issuances during the year and the issuance of shares of common stock from the exercise of stock options and vesting of restricted stock units. See Note 8 – Stock-Based Compensation for additional details about stock options and restricted stock units. The Company has reserved the following shares of common stock for issuance: March 31, 2023 2022 Conversion of Series A preferred stock 10,000 10,000 Stock options outstanding 11,682,481 8,018,731 Restricted stock units outstanding 4,057,778 2,816,197 Equity awards available for future grants 590,317 2,188,860 Total 16,340,576 13,033,788 The reserved shares underlying restricted stock units above include 364,799 restricted stock units that vested but were not settled as of March 31, 2023. In addition, the Company has reserved 5,000,000 shares of its common stock that may be issued under its 2023 Inducement Plan as of March 31, 2023. See Note 8 – Stock-Based Compensation for further details. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2019 Equity Incentive Plan In December 2019, 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 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 stock options under the 2019 Plan is 16,500,000. The Company’s employees, directors and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards under the plan. Generally, each option will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and a ten-year contractual term. 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 stock on the date of grant and the option will have a five-year contractual term. Stock options that are forfeited, cancelled or have expired are available for future grants. On April 1, 2022, 4,659,315 shares of common stock were added to the 2019 Plan pool in accordance with the 4.0% evergreen provision of the 2019 Plan . As of March 31, 2023, options to purchas e 8,760,866 shares of common stock and 3,692,979 restricted stock units (“RSUs”) were outstanding under the 2019 Plan and 590,317 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 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 weighted-average vesting period of those awards of approximately 3.2 years. 2018 Equity Incentive Plan As of the effective date of the 2019 Plan, no further stock awards have been or will be made under 2018 Equity Incentive Plan (the “2018 Plan”). As of March 31, 2023, 2,921,615 stock options were outstanding under the Company’s 2018 Plan. 2023 Inducement Plan On February 1, 2023, the Company's Board of Directors approved the adoption of the 2023 Inducement Plan (the “Inducement Plan”), which is to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The Company has reserved 5,000,000 shares of its common stock that may be issued under the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to those of the 2019 Plan. As of March 31, 2023, no awards were granted or outstanding under the Inducement 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, 2022 8,018,731 $ 8.48 8.52 $ 60 Granted 4,173,345 7.08 Exercised (85,084) 7.72 Forfeited (393,102) 6.63 Expired (31,409) 8.69 Balance – March 31, 2023 11,682,481 $ 8.05 8.16 $ 88,919 Exercisable – March 31, 2023 5,214,517 $ 8.70 7.14 $ 36,383 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 March 31, 2023. The intrinsic value of stock options exercised during the year ended March 31, 2023 was $0.5 million. There were no stock options exercised during the year ended March 31, 2022. The stock options granted during the years ended March 31, 2023 and March 31, 2022 had a weighted-average fair value of $5.39 per share and $5.89 per share, respectively, at the grant date. The total grant-date fair value of stock options vested during the years ended March 31, 2023 and March 31, 2022 was $17.3 million and $17.9 million, respectively. 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: Years Ended March 31, 2023 2022 Risk-free interest rate 2.74% - 4.21% 0.80% – 2.35% Expected term, in years 6.11 5.56 – 6.11 Expected volatility 87.12% - 93.78% 82.92% – 91.15% 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 Nonvested as of March 31, 2022 2,670,864 $ 9.12 Issued 2,799,018 6.79 Vested (1,482,354) 8.68 Forfeited (294,549) 7.85 Nonvested as of March 31, 2023 3,692,979 $ 7.63 The RSUs granted during the years ended March 31, 2023 and March 31, 2022 had a weighted-average fair value of $6.79 per share and $7.42 per share, respectively, at the grant date. The total grant-date fair value of RSUs vested during the years ended March 31, 2023 and March 31, 2022 was $12.9 million and $16.3 million, respectively. Stock-based Compensation Expense For the years ended March 31, 2023 and 2022, stock-based compensation expense under the Company’s equity incentive plans was as follows (in thousands): Years Ended March 31, 2023 2022 Research and development expenses $ 14,779 $ 14,194 General and administrative expenses 17,187 18,949 Total stock-based compensation $ 31,966 $ 33,143 As of March 31, 2023, total unrecognized compensation expense related to nonvested stock options and RSUs was $39.6 million and $23.2 million, respectively, whi ch is expected to be recognized over the remaining weighted-average service period of 2.65 years and 2.70 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 Roivant and the Company, stock-based compensation expense o f $0.1 million and $0.4 million was recorded for the years ended March 31, 2023 and 2022, respectively, in the accompanying consolidated statements of operations. The RSL common share awards are valued at fair value on the date of grant and stock-based compensation expense is recognized and allocated to the Company over the required service period. The allocation of stock-based compensation for Roivant employees is based upon the relative percentage of time utilized by Roivant employees on Company matters. RSL RSUs The Company’s Chief Executive Officer was granted 73,155 RSUs of RSL in January 2021, which are vesting over a period of four years. For the years ended March 31, 2023 and 2022, the Company recorded $0.2 million and $0.7 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases 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. In March 2022, the Company entered into a lease agreement with an unrelated party for office space in a building in North Carolina, expiring on March 31, 2024 with scheduled rent increases each year. The lease agreement includes an option at the Company’s election to renew for an additional two years. The Company had a previous sublease in this building that expired on February 28, 2022. These leases are classified as operating leases. The aggregate weighted-average remaining lease term was 1.0 years and 2.0 years as of March 31, 2023 and 2022, respectively. As the Company’s operating leases do not provide an implicit rate, estimated incremental borrowing rates based on the information available at the time of execution of each lease agreement were used in determining the present value of lease payments. The weighted-average incremental borrowing rate for the Company’s operating leases was 3.9% for each of the years ended March 31, 2023 and 2022. Variable lease costs such as common area costs and other operating costs are expensed as incurred and were minimal for the years ended March 31, 2023 and 2022. During the year ended March 31, 2023, the Company incurred $1.2 million in rent expense and paid $1.2 million in cash related to contractual rent obligations under the operating leases. The following table provides a reconciliation of the Company’s remaining undiscounted contractual rent obligations due within each respective fiscal year ending March 31 to the operating lease liabilities recognized as of March 31, 2023 (in thousands): Years Ending March 31, Operating Leases 2024 $ 1,198 2025 47 Total undiscounted payments 1,245 Less: present value adjustment (25) Present value of future payments 1,220 Less: current portion of operating lease liabilities (1,173) Operating lease liabilities, net of current portion $ 47 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification Agreements The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. 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 between 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 December 29, 2021, the U.S. District Court appointed a lead plaintiff. On February 1, 2022, the lead plaintiff filed an amended complaint adding RSL and the Company’s directors and underwriters as defendants (collectively, “Defendants”), and asserting additional claims under Section 11, 12(a)(2), and 15 of the Securities Act of 1933 on behalf of a putative class consisting of those who purchased or otherwise acquired the Company’s securities pursuant and/or traceable to the Company’s follow-on public offering on or about September 2, 2020. On March 15, 2022, the lead plaintiff filed a further amended complaint. On February 14, 2023, the Court granted lead plaintiffs leave to amend. On March 17, 2023, the lead plaintiff filed a second amended complaint. The Company and other Defendants filed a motion to dismiss the second amended complaint on April 28, 2023. Plaintiff’s opposition is due on June 9, 2023, and Defendants’ replies are due on June 30, 2023, at which point Defendants intend to file the fully briefed motions to dismiss. No hearing date has been set on the motion to dismiss. The Company intends to continue to vigorously defend the case and has not recorded a liability related to this lawsuit because, at this time, the Company is unable to reasonably estimate possible losses or determine whether an unfavorable outcome is either probable or remote. Commitments During the year ended March 31, 2023, ISG entered into the PSA with Samsung to manufacture a certain quantity of batoclimab drug substance for, among other things, commercial sale, if approved. As of March 31, 2023, in connection with this agreement, the Company has a remaining minimum obligation to Samsung of approximately $33.3 million, of which $17.5 million, $0.3 million and $15.5 million is expected to be paid during the fiscal years ending March 31, 2024, 2025 and 2026, respectively. During the year ended March 31, 2023, the Company recorded $19.8 million of research and development expenses related to the PSA, of which $2.7 million was paid as of March 31, 2023. See Note 3 - Material Agreements for additional details. As of March 31, 2023, the Company did not have any other ongoing material contractual obligations for which cash flows were fixed and determinable. 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 The extent of the impact of COVID-19, geopolitical tensions and global slowdown of economic activity, decades-high inflation, rising interest rates and a potential recession in the U.S. 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, and impact on clinical trial sites and patients, all of which are uncertain and cannot be predicted. At this point, the extent to which these events 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) | 12 Months Ended |
Mar. 31, 2023 | |
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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“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”). |
Use of Estimates | [B] Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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, geopolitical tensions and global slowdown of economic activity, decades-high inflation, rising interest rates and a potential recession in the U.S. has had on its operations and financial results as of March 31, 2023 and through the issuance of this report. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact that these uncertainties 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. |
Concentration of Credit Risk | [D] Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. As of March 31, 2023, the cash balances are 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 accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash. |
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 March 31, 2023, cash and cash equivalents included $346.2 million of money market funds invested in high-quality, short-term securities that are issued and guaranteed by the U.S. government and its agencies that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. There were no cash equivalents as of March 31, 2022. |
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. Depreciation is recorded using the straight-line method over the estimated useful life of three years. 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 consolidated statements of operations. |
Impairment of Long-lived Assets | [G] Impairment of Long-lived Assets Long-lived assets, such as right-of-use assets due to operating leases, property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Contingencies | [H] ContingenciesThe Company, from time to time, has been and may be 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. Legal defense costs associated with loss contingencies are expensed in the period incurred. Additionally, the Company records a receivable for rights to insurance recoveries, limited to the extent of incurred or probable losses, when such recoveries have been agreed to with third-party insurers and when receipt is deemed probable. This includes instances when the third-party insurers have agreed to pay, on the Company's behalf, certain legal defense costs and settlement amounts directly to applicable law firms and settlement funds. |
Research and Development Expenses | [I] Research and Development Expenses Research and development costs with no alternative future use are expensed as incurred. Research and development expenses primarily consist of employee-related costs 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. The Company participates in cost-sharing arrangements with third parties whereas the third parties have agreed to share a portion of the costs incurred by the Company, related to batoclimab drug manufacturing and clinical trials. The Company records the third parties’ share of the costs as a reduction of research and development expenses and an increase to accounts receivable in the accompanying consolidated financial statements based on actual amounts incurred by the Company and billable to the third parties. These cost-sharing arrangements do not contemplate any future revenue-generating activity or global commercialization efforts of batoclimab benefiting any of the parties. |
Acquired In-Process Research and Development Expenses | [J] Acquired In-Process Research and Development Expenses Acquired in-process research and development (“IPR&D”) expenses include payments made or due in connection with license agreements upon the achievement of development and regulatory milestones. The Company evaluates in-licensed agreements for IPR&D projects to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expenses in its consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Payments made in connection with regulatory and sales-based milestones will be capitalized and amortized to cost of product sales over the remaining useful life of the asset. |
Leases | [K] Leases Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future fixed lease payments over the expected lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement, adjusted by any initial direct costs and exclude any lease incentives received. The Company determines the lease term as the non-cancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease costs such as common area costs and other operating costs are expensed as incurred. The Company accounts for lease and non-lease components as a single lease component for its leases. |
Income Taxes | [L] Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between amounts in the 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 consolidated statements 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 strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company’s policy is to recognize interest and/or penalties related to income tax matters in provision for income taxes. |
Stock-based Compensation | [M] 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. When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable market price or volatility of the Company’s common stock that is used in the valuation as a result of material non-public information, if that information is expected to result in a material increase in share price. 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. |
Fair Value of Financial Instruments | [N] Fair Value of 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 gr eatest 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 and cash equivalents, accounts receivable, accounts payable, accrued expenses and amounts due to Roivant Sciences Ltd. (" RSL"). These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. There were no Level 2 or Level 3 financial instruments as of March 31, 2023 or 2022. |
Foreign Currency | [O] Foreign Currency The Company has operations in the U.S., the United Kingdom, Bermuda, and Switzerland. The results of its non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. The Company’s assets and liabilities are translated using the current exchange rate as of the consolidated balance sheet date and equity is translated using historical rates. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are recognized in accumulated other comprehensive income (loss). Foreign exchange transaction gains and losses are included in other expense (income), net in the consolidated statements of operations. |
Net Loss per Common Share | [P] 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: Years Ended March 31, 2023 2022 Preferred stock as converted 10,000 10,000 Stock options 11,682,481 8,018,731 Restricted stock units 3,692,979 2,670,864 Total 15,385,460 10,699,595 |
Recent Accounting Pronouncements | [Q] 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 U.S. Securities and Exchange Commission did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Dilutive Securities have been Excluded from the Calculation of Diluted Net Loss per Common 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: Years Ended March 31, 2023 2022 Preferred stock as converted 10,000 10,000 Stock options 11,682,481 8,018,731 Restricted stock units 3,692,979 2,670,864 Total 15,385,460 10,699,595 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): March 31, 2023 2022 Research and development expenses $ 31,321 $ 18,196 Accrued bonuses 7,530 4,456 Legal and professional fees 572 679 Other expenses 998 1,244 Total accrued expenses $ 40,421 $ 24,575 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes and the Related Tax (Benefit) Provision | The loss before income taxes and the related tax (benefit) provision are as follows (in thousands): Years Ended March 31, 2023 2022 (Loss) income before income taxes United States $ (27,708) $ (43,949) Switzerland (183,187) (112,786) Bermuda (58) (77) United Kingdom 2 (2) Total loss before income taxes $ (210,951) $ (156,814) Current taxes United States – Federal $ — $ (85) United States – State 9 1 Total current tax (benefit) expense 9 (84) Deferred tax expense — — Total benefit for income taxes $ 9 $ (84) |
Schedule of Reconciliation of the Benefit for Income Taxes | A reconciliation of the benefit for income taxes computed at the U.S. statutory rate of 21% for the years ended March 31, 2023 and 2022 to the benefit for income taxes reflected in the consolidated statements of operations is as follows (in thousands): Years Ended March 31, 2023 2022 Income tax benefit at statutory rate $ (44,300) $ (32,931) Foreign rate differential 14,569 8,978 Research and development credits (4,798) (2,493) Valuation allowance 31,944 23,283 Non-deductible expense 3,632 3,121 Tax deficiencies (excess tax benefits) from stock-based compensation (1,960) 439 Other 922 (481) Total benefit for income taxes $ 9 $ (84) |
Schedule of Significant Components of the Deferred Tax Assets (Liabilities) | Significant components of the deferred tax assets (liabilities) at March 31, 2023 and 2022 are as follows (in thousands): March 31, 2023 2022 Deferred tax assets Intangible assets $ 8,112 $ 6,726 Net operating losses 64,418 40,297 Stock-based compensation 7,120 5,581 Research and development credits 10,798 6,010 Lease liability 260 501 Others 1,782 219 Total deferred tax assets 92,490 59,334 Valuation allowance (91,988) (58,704) Deferred tax assets, net of valuation allowance $ 502 $ 630 Deferred tax liabilities Depreciation $ (69) $ (69) Right-of-use assets (250) (489) Others (183) (72) Total deferred tax liabilities (502) (630) Total net deferred taxes $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company has reserved the following shares of common stock for issuance: March 31, 2023 2022 Conversion of Series A preferred stock 10,000 10,000 Stock options outstanding 11,682,481 8,018,731 Restricted stock units outstanding 4,057,778 2,816,197 Equity awards available for future grants 590,317 2,188,860 Total 16,340,576 13,033,788 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule 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, 2022 8,018,731 $ 8.48 8.52 $ 60 Granted 4,173,345 7.08 Exercised (85,084) 7.72 Forfeited (393,102) 6.63 Expired (31,409) 8.69 Balance – March 31, 2023 11,682,481 $ 8.05 8.16 $ 88,919 Exercisable – March 31, 2023 5,214,517 $ 8.70 7.14 $ 36,383 |
Schedule of Fair Value of Weighted-Average 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: Years Ended March 31, 2023 2022 Risk-free interest rate 2.74% - 4.21% 0.80% – 2.35% Expected term, in years 6.11 5.56 – 6.11 Expected volatility 87.12% - 93.78% 82.92% – 91.15% 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 Nonvested as of March 31, 2022 2,670,864 $ 9.12 Issued 2,799,018 6.79 Vested (1,482,354) 8.68 Forfeited (294,549) 7.85 Nonvested as of March 31, 2023 3,692,979 $ 7.63 |
Schedule of Stock-based Compensation Expense | For the years ended March 31, 2023 and 2022, stock-based compensation expense under the Company’s equity incentive plans was as follows (in thousands): Years Ended March 31, 2023 2022 Research and development expenses $ 14,779 $ 14,194 General and administrative expenses 17,187 18,949 Total stock-based compensation $ 31,966 $ 33,143 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Remaining Undiscounted Contractual Rent Obligations | The following table provides a reconciliation of the Company’s remaining undiscounted contractual rent obligations due within each respective fiscal year ending March 31 to the operating lease liabilities recognized as of March 31, 2023 (in thousands): Years Ending March 31, Operating Leases 2024 $ 1,198 2025 47 Total undiscounted payments 1,245 Less: present value adjustment (25) Present value of future payments 1,220 Less: current portion of operating lease liabilities (1,173) Operating lease liabilities, net of current portion $ 47 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Cash and cash equivalents | $ | $ 376,532 | $ 493,817 |
Accumulated deficit | $ | $ 566,347 | $ 355,387 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 376,532 | $ 493,817 |
Cash equivalents | $ 0 | |
Estimated useful life (in years) | 3 years | |
Expected dividend yield | 0% | 0% |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 346,200 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Dilutive Securities have been Excluded from the Calculation of Diluted Net Loss per Common Share due to their Anti-Dilutive Effect (Details) - shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,385,460 | 10,699,595 |
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 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,682,481 | 8,018,731 |
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) | 3,692,979 | 2,670,864 |
Material Agreements (Details)
Material Agreements (Details) - USD ($) | 3 Months Ended | ||||
Nov. 17, 2021 | Dec. 07, 2018 | Dec. 19, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront, non-refundable payment | $ 30,000,000 | ||||
Research and development and out-of-pocket | 50% | ||||
Cumulative Milestone Payments | $ 20,000,000 | ||||
Sub Licensed Agreement Aggregate Purchase Price | $ 37,800,000 | ||||
Milestone payments | 10,000,000 | ||||
Samsung Biologics Co., Ltd | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase obligation | 33,300,000 | ||||
Samsung Biologics Co., Ltd | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase obligation, additional purchases, period (in years) | 4 years | ||||
Purchase obligation, fees covered, termination period (in years) | 2 years | ||||
Purchase obligation, termination notice period (in days) | 30 days | ||||
HanAll Biopharma Co., Ltd | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone Payable | $ 0 | $ 400,000 | |||
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 | $ 432,500,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 31,321 | $ 18,196 |
Accrued bonuses | 7,530 | 4,456 |
Legal and professional fees | 572 | 679 |
Other expenses | 998 | 1,244 |
Total accrued expenses | $ 40,421 | $ 24,575 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Related party transaction, amounts | $ 400 | $ 500 | |
Capital contribution and due to Roivant Sciences Ltd. | 129 | ||
Roivant Sciences | |||
Related Party Transaction [Line Items] | |||
Purchase obligation, termination notice period (in days) | 90 days | ||
Roivant Sciences | Capital Contributions | Service Agreements | |||
Related Party Transaction [Line Items] | |||
Capital contribution and due to Roivant Sciences Ltd. | 100 | ||
Roivant Sciences Ltd. (RSL) | Capital Contributions | Service Agreements | |||
Related Party Transaction [Line Items] | |||
Capital contribution and due to Roivant Sciences Ltd. | $ 400 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes and the Related Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
(Loss) income before income taxes | ||
Total loss before income taxes | $ (210,951) | $ (156,814) |
Current taxes | ||
Total current tax (benefit) expense | 9 | (84) |
Deferred taxes | ||
Deferred tax expense | 0 | 0 |
Total benefit for income taxes | 9 | (84) |
United States | ||
(Loss) income before income taxes | ||
Total loss before income taxes | (27,708) | (43,949) |
Current taxes | ||
United States – Federal | 0 | (85) |
United States – State | 9 | 1 |
Switzerland | ||
(Loss) income before income taxes | ||
Total loss before income taxes | (183,187) | (112,786) |
Bermuda | ||
(Loss) income before income taxes | ||
Total loss before income taxes | (58) | (77) |
United Kingdom | ||
(Loss) income before income taxes | ||
Total loss before income taxes | $ 2 | $ (2) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Benefit for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Effective Income tax rate reconciliation, amount | ||
Income tax benefit at statutory rate | $ (44,300) | $ (32,931) |
Foreign rate differential | 14,569 | 8,978 |
Research and development credits | (4,798) | (2,493) |
Valuation allowance | 31,944 | 23,283 |
Non-deductible expense | 3,632 | 3,121 |
Tax deficiencies (excess tax benefits) from stock-based compensation | (1,960) | 439 |
Other | 922 | (481) |
Total benefit for income taxes | $ 9 | $ (84) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 0% | 0.05% |
Research and development tax credit carry forwards | $ 10,798 | $ 6,010 |
Valuation allowance | 91,988 | $ 58,704 |
Switzerland | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | 447,600 | |
United Kingdom | ||
Income Taxes [Line Items] | ||
Net operating loss carry forwards | $ 800 | |
United States | ||
Income Taxes [Line Items] | ||
Effective income tax rate | 21% | 21% |
Net operating loss carry forwards | $ 27,700 | |
Research and development tax credit carry forwards | 10,800 | |
United States | Research Tax Credit Carryforward | ||
Income Taxes [Line Items] | ||
Research and development tax credit carry forwards | $ 2,200 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred tax assets | ||
Intangible assets | $ 8,112 | $ 6,726 |
Net operating losses | 64,418 | 40,297 |
Stock-based compensation | 7,120 | 5,581 |
Research and development credits | 10,798 | 6,010 |
Lease liability | 260 | 501 |
Others | 1,782 | 219 |
Total deferred tax assets | 92,490 | 59,334 |
Valuation allowance | (91,988) | (58,704) |
Deferred tax assets, net of valuation allowance | 502 | 630 |
Deferred tax liabilities | ||
Depreciation | (69) | (69) |
Right-of-use assets | (250) | (489) |
Others | (183) | (72) |
Total deferred tax liabilities | (502) | (630) |
Total net deferred taxes | $ 0 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 02, 2021 | Oct. 31, 2022 | Jan. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Preferred stock, outstanding (in shares) | 0 | ||||
Preferred stock, issued (in shares) | 0 | ||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||
Maximum offering price | $ 900,000 | ||||
Percentage of proceeds owed through sales agreement | 3% | ||||
Common share, outstanding (in shares) | 130,329,863 | 116,482,899 | |||
Restricted Stock Units Not Settled | |||||
Restricted stock units outstanding (in shares) | 364,799 | ||||
Roivant Sciences Ltd. (RSL) | |||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||
Number of shares issued in transaction (in shares) | 17,021,276 | ||||
Common stock, sale price (in dollars per share) | $ 11.75 | ||||
Consideration received from sale of stock | $ 200,000 | ||||
Professional fees | $ 5,000 | ||||
Proceeds from issuance of common stock upon underwritten offering | $ 0 | $ 200,000 | |||
Underwritten Public Offering | |||||
Maximum offering price | $ 150,000 | ||||
Number of shares issued in transaction (in shares) | 12,500,000 | ||||
Common stock, sale price (in dollars per share) | $ 6 | ||||
Proceeds from issuance of common stock upon underwritten offering | $ 70,200 | ||||
Underwritten Public Offering | Roivant Sciences Ltd. (RSL) | |||||
Number of shares issued in transaction (in shares) | 416,667 | ||||
Preferred Stock | |||||
Preferred stock, authorized (in shares) | 10,010,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||
Common stock | |||||
Common stock, authorized (in shares) | 500,000,000 | ||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||
Series A Preferred Stock | |||||
Preferred stock, outstanding (in shares) | 10,000 | 10,000 | |||
Preferred stock, issued (in shares) | 10,000 | 10,000 | |||
Percentage of voting power of outstanding shares | 25% | ||||
Liquidation amount (in dollars per share) | $ 0.01 | ||||
Preferred stock, authorized (in shares) | 10,000 | 10,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Four Series A Preferred Stock | |||||
Percentage of voting power of outstanding shares | 50% | ||||
Three Series A Preferred Stock | Minimum | |||||
Percentage of voting power of outstanding shares | 40% | ||||
Three Series A Preferred Stock | Maximum | |||||
Percentage of voting power of outstanding shares | 50% | ||||
Two Series A Preferred Stock | Minimum | |||||
Percentage of voting power of outstanding shares | 25% | ||||
Two Series A Preferred Stock | Maximum | |||||
Percentage of voting power of outstanding shares | 40% | ||||
Roivant Sciences Ltd. (RSL) | Series A Preferred Stock | |||||
Preferred stock, outstanding (in shares) | 10,000 | ||||
Preferred stock, issued (in shares) | 10,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) - shares | Mar. 31, 2023 | Apr. 01, 2022 | Mar. 31, 2022 |
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | |||
Conversion of Series A preferred stock (in shares) | 10,000 | 10,000 | |
Stock options outstanding (in shares) | 11,682,481 | 8,018,731 | |
Equity awards available for future grants (in shares) | 590,317 | 2,188,860 | |
Total (in shares) | 16,340,576 | 4,659,315 | 13,033,788 |
Restricted stock units | |||
Schedule Of Common Stock Reserved For Future Issuance [Line Items] | |||
Restricted stock units outstanding (in shares) | 4,057,778 | 2,816,197 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 11, 2021 | Aug. 02, 2021 | Dec. 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares available for future issuance (in shares) | 16,340,576 | 13,033,788 | 4,659,315 | |||
Stock options outstanding (in shares) | 11,682,481 | 8,018,731 | ||||
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 | $ 31,966,000 | $ 33,143,000 | ||||
Granted (in shares) | 4,173,345 | |||||
Stock options exercised, intrinsic value | $ 36,383,000 | |||||
Roivant Sciences Ltd. (RSL) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 17,021,276 | |||||
Share based compensation expense | 100,000 | 400,000 | ||||
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 | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 2,600,000 | |||||
Stock options exercised, intrinsic value | $ 500,000 | $ 0 | ||||
Weighted average fair value at the grant date (in dollars per share) | $ 5.39 | $ 5.89 | ||||
Stock options vested, fair value | $ 17,300,000 | $ 17,900,000 | ||||
Unrecognized equity-based compensation related to unvested stock options | $ 39,600,000 | |||||
Remaining weighted average service period for recognition (in years) | 2 years 7 months 24 days | |||||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units outstanding (in shares) | 3,692,979 | 2,670,864 | ||||
Weighted average grant date fair value (in dollars per share) | $ 6.79 | $ 7.42 | ||||
Total fair value of RSUs vested | $ 12,900,000 | $ 16,300,000 | ||||
Unrecognized equity-based compensation related to unvested stock options | $ 23,200,000 | |||||
Remaining weighted average service period for recognition (in years) | 2 years 8 months 12 days | |||||
Awards granted in period (in shares) | 2,799,018 | |||||
Restricted stock units | Roivant Sciences Ltd. (RSL) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 200,000 | $ 700,000 | ||||
Award vesting period (in years) | 4 years | |||||
Unrecognized equity-based compensation related to unvested stock options | $ 100,000 | |||||
Awards granted in period (in shares) | 73,155 | |||||
Vested Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expense | 400,000 | |||||
Unvested Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 2,200,000 | |||||
Award vesting period (in years) | 3 years 2 months 12 days | |||||
2019 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 5,500,000 | |||||
Percentage of common stock outstanding | 4% | |||||
Number of shares authorized (in shares) | 16,500,000 | |||||
Share based compensation, contractual term (in years) | 10 years | |||||
Common shares available for future issuance (in shares) | 590,317 | |||||
Stock options outstanding (in shares) | 8,760,866 | |||||
2019 Equity Incentive Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation, contractual term (in years) | 5 years | |||||
Share-based compensation, exercise price, percent | 110% | |||||
2019 Equity Incentive Plan | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units outstanding (in shares) | 3,692,979 | |||||
2018 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options outstanding (in shares) | 2,921,615 | |||||
2023 Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 5,000,000 | |||||
Stock options outstanding (in shares) | 0 | |||||
Granted (in shares) | 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number of Stock Options | ||
Beginning balance (in shares) | 8,018,731 | |
Granted (in shares) | 4,173,345 | |
Exercised (in shares) | (85,084) | |
Forfeited (in shares) | (393,102) | |
Expired (in shares) | (31,409) | |
Ending balance (in shares) | 11,682,481 | 8,018,731 |
Exercisable (in shares) | 5,214,517 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 8.48 | |
Granted (in dollars per share) | 7.08 | |
Exercised (in dollars per share) | 7.72 | |
Forfeited (in dollars per share) | 6.63 | |
Expired (in dollars per share) | 8.69 | |
Ending balance (in dollars per share) | 8.05 | $ 8.48 |
Exercisable (in dollars per share) | $ 8.70 | |
Additional Disclosures | ||
Remaining Contractual Term (Years) | 8 years 1 month 28 days | 8 years 6 months 7 days |
Aggregate intrinsic value | $ 88,919 | $ 60 |
Remaining contractual term, exercisable (in years) | 7 years 1 month 20 days | |
Aggregate intrinsic value, exercisable | $ 36,383 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Weighted-Average Assumptions (Details) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term, in years | 6 years 1 month 9 days | |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.74% | 0.80% |
Expected term, in years | 5 years 6 months 21 days | |
Expected volatility | 87.12% | 82.92% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 4.21% | 2.35% |
Expected term, in years | 6 years 1 month 9 days | |
Expected volatility | 93.78% | 91.15% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Awards Activity (Details) - Restricted stock units - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unvested Restricted Stock Outstanding | ||
Outstanding, beginning balance (in shares) | 2,670,864 | |
Issued (in shares) | 2,799,018 | |
Vested (in shares) | (1,482,354) | |
Forfeited (in shares) | (294,549) | |
Outstanding, ending balance (in shares) | 3,692,979 | 2,670,864 |
Weighted- Average Grant Date Fair Value | ||
Outstanding, weighted average grant date fair value, beginning balance (in dollars per share) | $ 9.12 | |
Issued (in dollars per share) | 6.79 | $ 7.42 |
Vested (in dollars per share) | 8.68 | |
Forfeited (in dollars per share) | 7.85 | |
Outstanding, weighted average grant date fair value, ending balance (in dollars per share) | $ 7.63 | $ 9.12 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 31,966 | $ 33,143 |
Research and development expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 14,779 | 14,194 |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 17,187 | $ 18,949 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2023 USD ($) | Jun. 30, 2020 subleaseAgreement | |
Leases [Abstract] | |||
Number of sublease agreements | subleaseAgreement | 2 | ||
Lease agreement additional renew period (in years) | 2 years | ||
Operating lease, weighted average remaining lease term (in years) | 2 years | 1 year | |
Incremental borrowing rate | 3.90% | 3.90% | |
Operating lease rent expense | $ 1.2 | ||
Operating lease payments | $ 1.2 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Undiscounted Contractual Rent Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 1,198 | |
2025 | 47 | |
Total undiscounted payments | 1,245 | |
Less: present value adjustment | (25) | |
Present value of future payments | 1,220 | |
Less: current portion of operating lease liabilities | (1,173) | $ (1,145) |
Operating lease liabilities, net of current portion | $ 47 | $ 1,219 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Samsung Biologics Co., Ltd $ in Millions | 12 Months Ended |
Mar. 31, 2023 USD ($) | |
Long-term Purchase Commitment [Line Items] | |
Purchase obligation | $ 33.3 |
Purchase obligation, to be paid in 2024 | 17.5 |
Purchase obligation, to be paid in 2025 | 0.3 |
Purchase obligation, to be paid in 2026 | 15.5 |
Research and development | 19.8 |
Payments For Purchase Commitments | $ 2.7 |