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): February 4, 2022

IMMUNOVANT, INC.

(Exact name of Registrant as specified in its Charter)

Delaware		001-38906	83-2771572
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
320 West 37th Street
New York,	NY		10018
(Address of principal executive offices)			(Zip Code)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	IMVT	The Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.

On February 4, 2022, Immunovant, Inc., or the Company, issued a press release announcing its financial results for its fiscal third quarter and nine months ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02, 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 of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 4, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 4, 2022

Document

Exhibit 99.1

Immunovant Reports Financial Results for the Quarter Ended December 31, 2021

Company Ended the Quarter With Cash of Approximately $527.0 Million

NEW YORK, February 4, 2022 (GLOBE NEWSWIRE) – Immunovant, Inc. (Nasdaq: IMVT), a clinical-stage biopharmaceutical company focused on enabling normal lives for people with autoimmune diseases, today reported financial results for its fiscal first quarter ended December 31, 2021. Immunovant ended the quarter with approximately $527.0 million in cash.

Financial Highlights for Fiscal Third Quarter Ended December 31, 2021:

R&D Expenses: Research and development expenses were $29.8 million for the three months ended December 31, 2021, compared to $21.1 million for the three months ended December 31, 2020. The year-over-year increase primarily reflected higher costs related to cross-indication clinical studies and clinical research, higher personnel-related expenses (including stock-based compensation) and an increase in contract manufacturing costs, reflecting investment to support our strategic objectives as we prepare to resume our clinical activities. These increases were partially offset by lower program-specific clinical trial activities due to the previously announced voluntary pause and the conclusion of certain Phase 2 studies.

G&A Expenses:  General and administrative expenses were $11.5 million for the three months ended December 31, 2021, compared to $10.5 million for the three months ended December 31, 2020. The year-over-year increase was primarily due to higher personnel-related expenses (including stock-based compensation), partially offset by lower legal and other professional costs.

Net Loss: Net loss was $41.4 million ($0.36 per common share) for the three months ended December 31, 2021, compared to $31.8 million ($0.32 per common share) for the three months ended December 31, 2020. Net loss for the three months ended December 31, 2021 and 2020 included $10.2 million and $6.0 million, respectively, related to non-cash stock-based compensation expense.

Common Stock: As of December 31, 2021, there were 115,109,833 shares of common stock issued and outstanding.

Financial Highlights for Fiscal Nine Months Ended December 31, 2021:

R&D Expenses: Research and development expenses were $69.8 million for the nine months ended December 31, 2021, compared to $50.0 million for the nine months ended December 31, 2020. The year-over-year increase primarily reflected higher personnel-related expenses (including stock-based compensation), increases related to cross-indication clinical studies and clinical research and higher contract manufacturing costs, reflecting investment to support our strategic objectives as we prepare to resume our clinical activities. These increases were partially offset by lower program-specific clinical trial activities due to the previously announced voluntary pause.

G&A Expenses:  General and administrative expenses were $39.0 million for the nine months ended December 31, 2021, compared to $29.2 million for the nine months ended December 31, 2020. The year-over-year increase was primarily due to higher personnel-related expenses (including stock-based compensation) and financial advisory fees, legal and other professional costs.

Net Loss: Net loss was $109.6 million ($1.02 per common share) for the nine months ended December 31, 2021, compared to $79.3 million ($0.94 per common share) for the nine months ended December 31, 2020. Net loss for the nine months ended December 31, 2021 and 2020 included $22.4 million and $13.3 million, respectively, related to non-cash stock-based compensation expense.

About Immunovant, Inc.

Immunovant, Inc. is a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases. Immunovant is developing batoclimab, formerly referred to as IMVT-1401, a novel, fully human anti-FcRn monoclonal antibody, as a subcutaneous injection for the treatment of autoimmune diseases mediated by pathogenic IgG antibodies.

Forward-Looking Statements

This press release contains forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. The use of words such as “may,” “might,” “will,” “would,” “should,” “expect,” “believe,” “estimate,” and other similar expressions are intended to identify forward-looking statements. Such forward looking statements include Immunovant’s plan to develop batoclimab across a broad range of autoimmune indications. All forward-looking statements are based on estimates and assumptions by Immunovant’s management that, although Immunovant believes to be reasonable, are inherently uncertain. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that Immunovant expected. Such risks and uncertainties include, among others: initial results or other preliminary analyses or results of early clinical trials may not be predictive final trial results or of the results of later clinical trials; the timing and availability of data from clinical trials; the timing of discussions with regulatory agencies, as well as regulatory submissions and potential approvals; the continued development of Immunovant’s product candidate, including the timing of the commencement of additional clinical trials and resumption of current trials; Immunovant’s scientific approach, clinical trial design, indication selection and general development progress; future clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this

press release; any product candidate that Immunovant develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; Immunovant’s product candidate may not be beneficial to patients, or even if approved by regulatory authorities, successfully commercialized; the potential impact of the ongoing COVID-19 pandemic on Immunovant’s clinical development plans and timelines; Immunovant’s business is heavily dependent on the successful development, regulatory approval and commercialization of its sole product candidate, batoclimab; Immunovant is at an early stage in development of batoclimab; and Immunovant will require additional capital to fund its operations and advance batoclimab through clinical development. These and other risks and uncertainties are more fully described in Immunovant’s periodic and other reports filed with the Securities and Exchange Commission (SEC), including in the section titled “Risk Factors” in Immunovant’s most recent Annual Report on Form 10-K, its Form 10-Q to be filed with the SEC on February 4, 2022, and Immunovant’s subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Immunovant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

IMMUNOVANT, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2021		2020		2021		2020
Operating expenses:
Research and development		29,756		21,091		69,822		49,989
General and administrative	11,515		10,549		38,984		29,211
Total operating expenses	41,271		31,640		108,806		79,200
Other expense	114		503		825		352
Loss before benefit for income taxes	(41,385)		(32,143)		(109,631)		(79,552)
Benefit for income taxes	—		(367)		(72)		(279)
Net loss
Net loss per common share – basic and diluted
Weighted-average common shares outstanding – basic and diluted	115,025,191		97,920,460		107,447,745		84,413,511

All values are in US Dollars.

IMMUNOVANT, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share data)

	December 31, 2021		March 31, 2021
Assets
Current assets:
Cash	$	527,003	$	400,146
Prepaid expenses and other current assets	13,477		8,860
Total current assets	540,480		409,006
Operating lease right-of-use assets	2,452		3,282
Property and equipment, net	250		201
Total assets	$	543,182	$	412,489
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,827	$	2,432
Accrued expenses	31,448		15,160
Current portion of operating lease liabilities	1,079		1,179
Total current liabilities	36,354		18,771
Operating lease liabilities, net of current portion, and other noncurrent liabilities	1,680		2,238
Total liabilities	38,034		21,009
Commitments and contingencies
Stockholders’ equity:
Series A preferred stock, par value $0.0001 per share, 10,000 shares authorized, issued and outstanding at December 31, 2021 and March 31, 2021	—		—
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and March 31, 2021	—		—
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 115,109,833 shares issued and outstanding at December 31, 2021 and 500,000,000 shares authorized, 97,971,243 shares issued and outstanding at March 31, 2021	12		10
Additional paid-in capital	812,933		590,425
Accumulated other comprehensive income (loss)	419		(298)
Accumulated deficit	(308,216)		(198,657)
Total stockholders’ equity	505,148		391,480
Total liabilities and stockholders’ equity	$	543,182	$	412,489

Contact:

Tom Dorney, MS, MBA

Investor Relations

Immunovant, Inc.

info@immunovant.com