imvt-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-38906

IMMUNOVANT, INC.

(Exact name of Registrant as specified in its Charter)


Delaware		83-2771572
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

320 West 37th Street		10018
New York,	NY
(Address of principal executive offices)		(Zip Code)

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

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2022, there were 116,577,176 shares of the Registrant’s common stock, $0.0001 par value per share, outstanding.

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IMMUNOVANT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

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		Page

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of June 30, 2022 and March 31, 2022	4
	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended June 30, 2022 and 2021	6
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended June 30, 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2022 and 2021	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	82
Item 3.	Defaults Upon Senior Securities	82
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits	83
SIGNATURES		84

Where You Can Find More Information

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (www.immunovant.com), filings we make with the Securities and Exchange Commission, webcasts, press releases, and conference calls. We use these mediums, including our website, to communicate with our stockholders and the public about our company, our product candidate, and other matters. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.

The information contained on the website referenced in this Quarterly Report on Form 10-Q is not incorporated by reference into this filing, and the website address is provided only as an inactive textual reference.

All trademarks, trade names, service marks, and copyrights appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

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SUMMARY RISK FACTORS

You should consider carefully the risks described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. References to “we,” “us,” and “our” in this section titled “Summary Risk Factors” refer to Immunovant, Inc. and its wholly owned subsidiaries. A summary of the risks that could materially and adversely affect our business, financial condition, operating results and prospects include the following:

•Our business is currently dependent on the successful development, regulatory approval and commercialization of our sole product candidate, batoclimab.

•Batoclimab has caused and may cause adverse events, including elevated lipid levels or decreased albumin levels among treated patients, or have other properties that could delay or prevent its regulatory approval, cause us to further suspend or discontinue clinical trials, abandon further development or limit the scope of any approved label or market acceptance.

•Clinical trials are very expensive, time-consuming, difficult to design and implement, and involve uncertain outcomes.

•Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control.

•The results of our nonclinical and clinical trials may not support our proposed claims for batoclimab, or regulatory approval on a timely basis or at all, and the results of earlier studies and trials may not be predictive of future trial results.

•Interim, “top-line” or preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

•Roivant Sciences Ltd. owns a significant percentage of shares of our common stock and may exert significant control over matters subject to stockholder approval.

•Our business, operations, clinical development plans and timelines and supply chain could be adversely affected by the effects of health epidemics and pandemics, including the ongoing global Novel Coronavirus Disease 2019 (“COVID-19”) pandemic, on the manufacturing, clinical trials and other business activities performed by us or by third parties with whom we conduct business, including our contract manufacturers, contract research organizations, suppliers, shippers and others.

•Our business could be adversely affected by economic downturns, inflation, increases in interest rates, natural disasters, political crises, geopolitical events, such as the crisis in Ukraine, or other macroeconomic conditions, which may in the future negatively impact our business and financial performance.

•We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability.

•Our failure to maintain or continuously improve our quality management program could have an adverse effect upon our business, subject us to regulatory actions and cause a loss of patient confidence in us or our products, among other negative consequences.

•We rely on third parties to conduct, supervise and monitor our clinical trials and if those third parties perform in an unsatisfactory manner or fail to comply with applicable requirements or our quality management program fails to detect such events in a timely manner, it may harm our business.

•We may not be able to manage our business effectively if we are unable to attract and retain key personnel.

•We plan to expand our organization and we may experience difficulties in managing this growth, which could disrupt our operations.

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•Our third-party manufacturers may encounter difficulties in production or our quality management program may fail to detect quality issues at our third-party manufacturers which may delay or prevent our ability to obtain marketing approval or commercialize batoclimab if approved.

•We have a limited operating history and have never generated any product revenue.

•We will require additional capital to fund our operations. If we fail to obtain necessary financing, we may not be able to complete the development and commercialization of batoclimab.

•Raising additional funds by issuing equity securities will cause dilution to existing stockholders. Raising additional funds through debt financings may involve restrictive covenants and raising funds through lending and licensing arrangements may restrict our operations or require us to relinquish proprietary rights.

•We rely on the license agreement with HanAll Biopharma Co., Ltd., or the HanAll Agreement, to provide us rights to the core intellectual property relating to batoclimab. Any termination or loss of significant rights under the HanAll Agreement would adversely affect our development or commercialization of batoclimab.

•The HanAll Agreement obligates us to make milestone payments, some of which may be triggered prior to our potential commercialization of batoclimab.

•We face significant competition from other biotechnology and pharmaceutical companies targeting autoimmune disease indications. Our operating results will suffer if we fail to compete effectively.

•International expansion of our business exposes us to business, legal, regulatory, political, operational, financial and economic risks associated with conducting business outside of the U.S.

•We are subject to stringent and changing privacy, data protection, and information security laws, contractual obligations, self-regulatory schemes, government regulation and standards related to data privacy and security. Further, if our security measures are compromised now or in the future, or the security, confidentiality, integrity or availability of our information technology, software, services, communications or data is compromised, limited or fails, this could result in a material adverse effect on our business.

•If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our share price and trading volume could decline and has declined in the past upon downgrades of our common stock.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

IMMUNOVANT, INC.

Condensed Consolidated Balance Sheets

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


	June 30, 2022		March 31, 2022
Assets
Current assets:
Cash	$	427,205	$	493,817
Accounts receivable	13,177		12,229
Prepaid expenses and other current assets	15,922		6,885


Total current assets	456,304		512,931
Operating lease right-of-use assets	2,024		2,303
Property and equipment, net	328		330

Total assets	$	458,656	$	515,564
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,066	$	18,629
Accrued expenses	19,013		24,746
Current portion of operating lease liabilities	1,165		1,145


Total current liabilities	21,244		44,520
Operating lease liabilities, net of current portion	919		1,219
Total liabilities	22,163		45,739
Commitments and contingencies (Note 9)
Stockholders’ equity:
Series A preferred stock, par value $0.0001 per share, 10,000 shares authorized, issued and outstanding at June 30, 2022 and March 31, 2022	—		—
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2022 and March 31, 2022	—		—
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 116,524,158 shares issued and outstanding at June 30, 2022 and 500,000,000 shares authorized, 116,482,899 shares issued and outstanding at March 31, 2022	12		12
Additional paid-in capital	832,504		824,796
Accumulated other comprehensive (loss) income	(263)		404
Accumulated deficit	(395,760)		(355,387)
Total stockholders’ equity	436,493		469,825
Total liabilities and stockholders’ equity	$	458,656	$	515,564

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IMMUNOVANT, INC.

Condensed Consolidated Statements of Operations

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


	Three Months Ended June 30,
	2022		2021
Operating expenses:
Research and development	$	28,429	$	18,705
General and administrative	11,946		11,181
Total operating expenses	40,375		29,886

Other (income) expense	(354)		626
Loss before provision (benefit) for income taxes	(40,021)		(30,512)
Provision (benefit) for income taxes	352		(41)
Net loss	$	(40,373)	$	(30,471)
Net loss per common share – basic and diluted	$	(0.35)	$	(0.31)
Weighted-average common shares outstanding – basic and diluted	116,557,508		97,976,982

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IMMUNOVANT, INC.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)


	Three Months Ended June 30,
	2022		2021
Net loss	$	(40,373)	$	(30,471)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(667)		571
Total other comprehensive (loss) income	(667)		571
Comprehensive loss	$	(41,040)	$	(29,900)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IMMUNOVANT, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited, in thousands except share data)


	Series A preferred stock			Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2022	10,000	$	—	116,482,899	$	12	$	824,796	$	404	$	(355,387)	$	469,825
Stock options exercised and restricted stock units vested and settled	—	—		41,259	—		21		—		—		21
Capital contribution – stock-based compensation	—	—		—	—		132		—		—		132
Stock-based compensation	—	—		—	—		7,555		—		—		7,555
Foreign currency translation adjustments	—	—		—	—		—		(667)		—		(667)
Net loss	—	—		—	—		—		—		(40,373)		(40,373)
Balance at June 30, 2022	10,000	$	—	116,524,158	$	12	$	832,504	$	(263)	$	(395,760)	$	436,493


	Series A preferred stock			Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders’ equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2021	10,000	$	—	97,971,243	$	10	$	590,425	$	(298)	$	(198,657)	$	391,480
Restricted stock units vested and settled	—	—		6,352	—		—		—		—		—
Capital contribution – stock-based compensation	—	—		—	—		41		—		—		41
Capital contribution – expenses allocated from Roivant Sciences Ltd.	—	—		—	—		91		—		—		91
Stock-based compensation	—	—		—	—		3,820		—		—		3,820
Foreign currency translation adjustments	—	—		—	—		—		571		—		571
Net loss	—	—		—	—		—		—		(30,471)		(30,471)
Balance at June 30, 2021	10,000	$	—	97,977,595	$	10	$	594,377	$	273	$	(229,128)	$	365,532

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IMMUNOVANT, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Three Months Ended June 30,
	2022		2021
Cash flows from operating activities
Net loss	$	(40,373)	$	(30,471)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	7,687		3,861
Depreciation on property and equipment	44		26
Non-cash lease expense	279		274
Other non-cash items	—		571



Changes in operating assets and liabilities:
Accounts receivable	(947)		(210)
Prepaid expenses and other current assets	(9,201)		3,249


Accounts payable	(17,485)		675
Accrued expenses	(5,542)		1,171


Operating lease liabilities	(281)		(360)
Net cash used in operating activities	(65,819)		(21,214)
Cash flows from investing activities
Purchase of property and equipment	(42)		(18)
Net cash used in investing activities	(42)		(18)
Cash flows from financing activities
Capital contributions	—		91
Proceeds from stock options exercised	21		—





Net cash provided by financing activities	21

SEC Form 10-Q filed by Immunovant Inc.