8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 21, 2023

IMMUNOVANT, INC.

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: (917) 580-3099

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:

☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 21, 2023, Immunovant, Inc., or Immunovant, held its 2023 Annual Meeting of Stockholders, or the Annual Meeting. There were 121,213,076 shares of common stock and Series A preferred stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 93% of the shares of common stock and Series A preferred stock entitled to vote at the Annual Meeting. At the Annual Meeting, Immunovant’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in Immunovant’s definitive proxy statement for the Annual Meeting, or the Proxy Statement, which was filed with the Securities and Exchange Commission on June 26, 2023.

Proposal 1 – Election of Directors

Peter Salzmann, M.D., M.B.A., Douglas Hughes and George Migausky were each elected to serve as a member of Immunovant’s Board of Directors, or the Board, until the 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, by the following votes:

Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as Immunovant’s independent registered public accounting firm for the year ending March 31, 2024, by the following votes:

Proposal 3- Approval, on a Non-Binding Advisory Basis, of the Compensation of Immunovant’s Named Executive Officers

The stockholders approved, on a non-binding advisory basis, the compensation of Immunovant's named executive officers, as disclosed in the Proxy Statement, including the compensation tables and related narrative disclosures, by the following votes:

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.