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): June 24, 2025
Roivant Sciences Ltd.
(Exact Name of Registrant as Specified in Charter)
Bermuda |
001-40782
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98-1173944
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number)
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(I.R.S. Employer Identification No.) |
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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, $0.0000000341740141 per share
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ROIV
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The Nasdaq Global Select Market
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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 June 24, 2025, the board of directors of Roivant Sciences Ltd. (the “Company”) authorized a common share repurchase program allowing for repurchases of the Company’s
common shares in an aggregate amount of up to $500 million (excluding fees and expenses). This new authorization is in addition to the $1.5 billion common share repurchase program announced in April 2024, which had approximately $205 million of
remaining capacity as of March 31, 2025 and has since been fully exhausted.
The repurchase program will be funded with available cash and cash equivalents on hand and does not have an expiration date. The timing and total amount of common shares
to be repurchased will depend on several factors, including the market price of the Company’s common shares, general business, macroeconomic and market conditions and other investment opportunities. Under the repurchase program, purchases may be
conducted through open market transactions, tender offers or privately negotiated transactions, including the use of trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase program may be suspended
or discontinued at any time. There can be no assurances as to how many additional common shares the Company will repurchase under the program, if any, or at what prices any purchases will be made.
Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description of Exhibit
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104
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Cover Page Interactive Data File (embedded with Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ROIVANT SCIENCES LTD.
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By:
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/s/ Keyur Parekh |
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Name: Keyur Parekh
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Title: Authorized Signatory
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Dated: June 25, 2025
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