Immunovant Files 8-K: Material Agreements & Equity Sales

TL;DR

IMVT filed an 8-K on Jan 13, 2025, detailing material agreements and equity sales.

AI Summary

Immunovant, Inc. filed an 8-K on January 13, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company, formerly known as Health Sciences Acquisitions Corp, is incorporated in Delaware and headquartered in New York.

Why It Matters

This 8-K filing provides crucial updates on Immunovant's material agreements and equity transactions, offering insights into the company's financial and operational activities.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of material events and does not inherently indicate increased risk.

Key Numbers

• 001-38906 — SEC File Number (Identifies the company's filing with the SEC)
• 83-2771572 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Immunovant, Inc. (company) — Registrant
• Health Sciences Acquisitions Corp (company) — Former company name
• January 13, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share IMVT The Nasdaq Sto
• $20.00 — Stock"), of the Company, at a price of $20.00 per Share (the "Private Placement").
• $450 million — cement are expected to be approximately $450 million. The Private Placement is expected to c

Filing Documents

• imvt-20250113.htm (8-K) — 37KB
• exhibit10120250113.htm (EX-10.1) — 289KB
• exhibit10220250113.htm (EX-10.2) — 195KB
• exhibit99120250113.htm (EX-99.1) — 8KB
• 0001764013-25-000007.txt ( ) — 738KB
• imvt-20250113.xsd (EX-101.SCH) — 2KB
• imvt-20250113_lab.xml (EX-101.LAB) — 21KB
• imvt-20250113_pre.xml (EX-101.PRE) — 12KB
• imvt-20250113_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Share Purchase Agreement On January 13, 2025, Immunovant, Inc. (the "Company") entered into a share purchase agreement (the "Purchase Agreement") with certain institutional accredited investors (the "Purchasers"), including Roivant Sciences Ltd. ("Roivant"). The Purchase Agreement provides that, subject to the satisfaction of customary closing conditions, the Purchasers will purchase an aggregate of 22,500,000 shares (the "Shares") of common stock, $0.0001 par value per share ("Common Stock"), of the Company, at a price of $20.00 per Share (the "Private Placement"). Gross proceeds from the Private Placement are expected to be approximately $450 million. The Private Placement is expected to close on or about January 15, 2025, subject to the satisfaction of the closing conditions referenced above. The Company expects the net proceeds from the Private Placement to be used for the advancement of its development pipeline, working capital and other general corporate purposes. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Registration Rights Agreement On January 13, 2025, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with certain of the Purchasers, pursuant to which the Company agreed, among other things, to prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (or a prospectus supplement to the Company's shelf registration statement on Form S-3ASR) to register for resale the Shares within 15 calendar days of the closing of the Private Placement, and to use reasonable best efforts to have the registration statement declared effective, if not automatically effective upon filing, as soon as reasonably practica

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the Shares will be made in reliance on the exemption afforded by Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and corresponding provisions of state securities or "blue sky" laws. The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Each of the Purchasers has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act, that it is purchasing the Securities solely for the Purchaser's own account and not for the account of others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Securities in violation of the Securities Act. The sale of the Securities did not involve a public offering and was made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 13, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Share Purchase Agreement, by and between the Company and the Purchasers, dated January 13, 2025. 10.2* Registration Rights Agreement, by and between the Company and certain of the Purchasers, dated January 13, 2025. 99.1 Press release, dated January 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. The Company agrees to furnish supplementally a copy of such omitted confidential portions to the SEC upon request.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the anticipated closing and use of proceeds of the Private Placement and the filing and timing of a resale registration statement or prospectus supplement, as applicable. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "target," "should," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including risks relating to market conditions, the satisfaction of the customary closing conditions and other risks described under the caption "Risk Factors" in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, and its subsequent filings with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.

SIGNATURES

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. IMMUNOVANT, INC. By: /s/ Eva Renee Barnett Eva Renee Barnett Chief Financial Officer Date: January 13, 2025

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View this 8-K filing on SEC EDGAR