Roivant Sciences Ltd
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
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Unregistered Sales of Equity Securities and Use of Proceeds
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
|---|
Issuer Purchases of Equity Securities
During the three and six months ended September 30, 2024, we repurchased 9,984,350 and 81,235,433 common shares, respectively, for $116.9 million and $765.3 million, respectively, including 960,692 common shares which were repurchased on September 30, 2024 with a settlement date of October 1, 2024. As of September 30, 2024, we were authorized to repurchase up to $734.7 million of our common shares.
The following table summarizes our common share repurchase transactions for the three months ended September 30, 2024:
| Period | Total Number of Common Shares Purchased(1) | Average Price Paid per Common Share | Total Number of Common Shares Purchased as Part of Publicly Announced Program(2) | Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Program(2) |
|---|---|---|---|---|
| (in millions) | ||||
| July 1 – 31, 2024 | — | — | — | $851.6 |
| August 1 – 31, 2024 | 1,150,573 | $11.29 | 1,150,573 | $838.6 |
| September 1 – 30, 2024 | 8,833,777 | $11.76 | 8,833,777 | $734.7 |
| Total | 9,984,350 | 9,984,350 | ||
| (1) | The total number of common shares purchased set forth in this column is based on the trade date of the repurchase transaction (not the settlement date of the repurchase transaction), including 960,692 common shares which were repurchased on September 30, 2024 with a settlement date of October 1, 2024. |
| (2) | On April 2, 2024, we announced that our board of directors had authorized a common share repurchase program, allowing for repurchases of Roivant common shares in an aggregate amount of up to $1.5 billion (excluding fees and expenses). The timing and total amount of common shares repurchased depends on several factors, including the market price of our common shares, general business, macroeconomic and market conditions and other investment opportunities. Under the repurchase program, purchases may be conducted through open market transactions, tender offers or privately negotiated transactions, including the use of trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. See Note 8–Shareholders’ Equity in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to share repurchases. Table excludes fees and commissions payable in connection with common share repurchases. |
| * | In addition to the repurchase transactions set forth above, during the six months ended September 30, 2024, we withheld 2,384,468 common shares associated with net share settlements to cover (i) tax withholding obligations upon the vesting and settlement of equity incentive awards issued under our equity incentive plans, including RSUs and CVARs, and (ii) the payment of the exercise price of certain stock options. |
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