UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 2, 2023

Roivant Sciences Ltd.

(Exact Name of Registrant as Specified in Charter) 

7th Floor

50 Broadway

London SW1H 0DB

United Kingdom

(Address of Principal Executive Offices, and Zip Code)

+44 207 400-3347

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

On February 2, 2023, Roivant Sciences Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, SVB Securities LLC, Cowen and Company, LLC and Cantor Fitzgerald & Co. (the “Representatives”), as the representatives of the underwriters named therein, relating to the issuance and sale in an underwritten offering (the “Offering”) of 30,666,665 of the Company’s common shares, par value $0.0000000341740141 per share (the “Common Shares”), at an offering price of $7.50 per share, including 3,999,999 Common Shares purchased by the Representatives pursuant to the exercise in full of their option to purchase additional Common Shares provided by the Underwriting Agreement. Total gross proceeds from the Offering before deducting underwriting discounts and commissions and other offering expenses were approximately $230 million. The Offering closed on February 7, 2023.

The Common Shares were offered pursuant to a registration statement on Form S-3 (File No. 333-267503), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 3, 2022, as supplemented by the final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) on February 6, 2023.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Representatives, including for liabilities under the Securities Act, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

The legal opinion of Conyers Dill & Pearman Limited relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On February 2, 2023, the Company issued a press release announcing the pricing of its underwritten public offering of its Common Shares. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 7, 2023