Roivant Sciences Enters Material Definitive Agreement

TL;DR

Roivant signed a big deal, details TBD.

AI Summary

Roivant Sciences Ltd. announced on September 17, 2024, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new development for Roivant Sciences, potentially impacting its future operations and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Roivant Sciences Ltd. (company) — Registrant

FAQ

Key Financial Figures

• $0.0000000341740141 — e on which registered Common Shares, $0.0000000341740141 par value per share ROIV The Nasdaq
• $1.2 b — sh consideration of up to approximately $1.2 billion, comprising (i) a payment of $175
• $175 million — .2 billion, comprising (i) a payment of $175 million payable at the closing of the Merger, s
• $75 million — subject to certain adjustments, (ii) a $75 million milestone payment payable upon FDA appr
• $950 million — nt of atopic dermatitis and (iii) up to $950 million in additional milestone payments payabl
• $1 billion — the Product, each less than or equal to $1 billion . Additionally, Organon has agreed to m

Filing Documents

• ny20036156x1_8k.htm (8-K) — 44KB
• ny20036156x1_ex2-1.htm (EX-2.1) — 1000KB
• 0001140361-24-041663.txt ( ) — 1391KB
• roiv-20240917.xsd (EX-101.SCH) — 4KB
• roiv-20240917_lab.xml (EX-101.LAB) — 21KB
• roiv-20240917_pre.xml (EX-101.PRE) — 16KB
• ny20036156x1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 17, 2024, Dermavant Sciences Ltd., an exempted company limited by shares incorporated under the laws of Bermuda ("Dermavant") and a subsidiary of Roivant Sciences Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Dermavant, Organon & Co., a Delaware corporation ("Organon"), Organon Bermuda Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and an indirect wholly owned subsidiary of Organon ("Merger Sub"), and the Company, solely in its capacity as the representative of the securityholders of Dermavant. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Dermavant, with Dermavant continuing as the surviving company and a wholly owned subsidiary of Organon (the "Merger"). The Company owns approximately 87% of the issued and outstanding common and preference shares of Dermavant. Organon has agreed to acquire Dermavant for aggregate cash consideration of up to approximately $1.2 billion, comprising (i) a payment of $175 million payable at the closing of the Merger, subject to certain adjustments, (ii) a $75 million milestone payment payable upon FDA approval of VTAMA (the "Product") for the treatment of atopic dermatitis and (iii) up to $950 million in additional milestone payments payable upon achievement of certain tiered net sales amounts with respect to the Product, each less than or equal to $1 billion . Additionally, Organon has agreed to make tiered royalty payments of (x) low-to-mid single digit percentages with respect to annual net sales of the Product up to $1 billion and (y) 30% with respect to annual net sales of the Product above $1 billion. Such consideration and royalty payments will be paid to all of Dermavant's equity holders, including holders of restricted stock units, options and warran

Forward Looking Statements

Forward Looking Statements This communication contains forward-looking statements. Statements in this communication may include statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are usually identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and variations of such words or similar expressions. These words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The Company intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the clinical and therapeutic potential of the Company's products and product candidates, the availability and success of topline results from the Company's ongoing clinical trials, any commercial potential of the Company's products and product candidates, the proposed Merger, the expected benefits of the proposed Merger, the expected timing of completion of the proposed Merger and anticipated future financial and operating performance and results. In addition, any statements that refer to projections, forecasts or other characterizations of future events, results or circumstances, including any underlying assumptions, are forward-looking statements. Actual results may differ materiall

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 2.1 *^ Agreement and Plan of Merger, dated September 17, 2024, by and among Dermavant Sciences Ltd., Organon & Co., Organon Bermuda Ltd. and Roivant Sciences Ltd. 104 Cover Page Interactive Data File (embedded with Inline XBRL document). * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished. ^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10(iv) of Regulation S-K because they are both (i) not material and (ii) are the type of information the registrant customarily and actually treats as private or confidential.

SIGNATURES

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. ROIVANT SCIENCES LTD. By: /s/ Matt Maisak Name: Matt Maisak Title: Authorized Signatory Dated: September 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR