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Roivant Sciences Ltd

For the period ended Dec 31, 2024. Filed Feb 10, 2025.

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About this filing

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.

Dec 31, 2024 · Filed Feb 10, 2025

ROIV$38.88+6.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0001140361-24-046019

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-12-31; filed 2025-02-10.

0001140361-25-003661

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 126 previous paragraphs and 118 current paragraphs.

70 unchanged; 30 reworded; 16 added; 23 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 62 previous and 62 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

Immunovant recently initiated the first potentially registrational trial of IMVT-1402 in adult participants with GD who are hyperthyroid despite antithyroid drug (ATD) treatment. This study builds on the batoclimab proof-of-concept data presented in 2024, which suggest the potential for deep IgG reduction in the treatment of GD for patients who are not well controlled on ATDs.

Current report

Immunovant recently initiated a potentially registrational trial of IMVT-1402 in adult participants with active, anti-citrullinated protein autoantibody (ACPA) positive difficult-to-treat rheumatoid arthritis. The trial includes IMVT-1402’s higher dose (600 mg) as recent in-class data suggest that deeper ACPA reduction correlated with better clinical improvement in ACPA+ RA patients treated with an FcRn inhibitor.

Current report

In December 2024, Roivant announced Kinevant’s Phase 2 study of namilumab failed to show treatment benefit in patients with chronic active pulmonary sarcoidosis. Kinevant is discontinuing further development of namilumab for the treatment of sarcoidosis.

Current report

Comparison of thethree and nine months ended December 31, 2024 and 2023

Current report

The following table sets forthour results of operations for the three months ended December 31, 2024 and 2023:

Current report

Variance analysis forthree and nine months ended December 31, 2024 and 2023

Current report

Revenue, net decreased by $6.5 million to $9.0 million for the three months ended December 31, 2024, compared to $15.6 million for the three months ended December 31, 2023. During both the three months ended December 31, 2024 and 2023, revenue, net was primarily driven by payments received in connection with license agreements.

Current report

Revenue, net decreased by $2.2 million to $21.5 million for the nine months ended December 31, 2024, compared to $23.7 million for the nine months ended December 31, 2023. During both the nine months ended December 31, 2024 and 2023, revenue, net was primarily driven by payments received in connection with license agreements.

Current report

Gain on sale of Telavant net assets decreased by $5.2 billion to $110.4 million for the nine months ended December 31, 2024, compared to $5.3 billion for the nine months ended December 31, 2023. The gain for the nine months ended December 31, 2024 resulted from the achievement of a one-time milestone in June 2024. The gain for the nine months ended December 31, 2023 resulted from the sale of our entire equity interest in Telavant to Roche in December 2023. Refer to Note 5, “Recent Transactions and Developments” of our financial statements for further information.

Current report

Change in fair value of liability instruments was a gain of $2.5 million and a loss of $49.5 million for the three and nine months ended December 31, 2023, respectively. Change in fair value of liability instruments for the three months ended December 31, 2023 primarily consisted of a gain of $2.8 million relating to the earn-out share liabilities issued as part of the Business Combination. Change in in fair value of liability instruments for the nine months ended December 31, 2023 primarily consisted of a loss of $48.9 million relating to the warrant and earn-out share liabilities issued as part of the Business Combination.

Current report

Income tax (benefit) expense changed by$47.9 million to a benefit of$25.6 million for the three months ended December 31, 2024, compared to an expense of$22.4 million for the three months ended December 31, 2023. The change is primarily due to our fluctuating earnings by legal entity in various jurisdictions over the periods. As disclosed, the tax expense for the three months ended December 31, 2023 was impacted by the gain on sale of Telavant’s net assets, which qualifies for the substantial shareholding exemption in the U.K. and consequently is not subject to the corporation income tax.

Current report

Income tax (benefit) expense changed by $28.4 million to a benefit of $1.1 million for the nine months ended December 31, 2024, compared to an expense of $27.3 million for the nine months ended December 31, 2023. The change is primarily due to our fluctuating earnings by legal entity in various jurisdictions over the periods. As disclosed, the tax expense for the nine months ended December 31, 2023 was impacted by the gain on sale of Telavant’s net assets, which qualifies for the substantial shareholding exemption in the U.K. and consequently is not subject to the corporation income tax.

Current report

Income from discontinued operations, net of tax was $327.0 million and $373.0 million for the three and nine months ended December 31, 2024, respectively, and reflects the gain on sale of subsidiary interests resulting from the sale of our entire equity interest in our majority-owned subsidiary, Dermavant, to Organon in October 2024, partially offset by Dermavant’s net losses. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Current report

On October 28, 2024, we completed the sale of our entire equity interest in our majority-owned subsidiary, Dermavant, to Organon.

Current report

For thenine months ended December 31, 2024 and 2023, cash flow from investing activities changed by approximately$8.0 billion to net cash used in investing activities of approximately$2.8 billion for thenine months ended December 31, 2024 from net cash provided by investing activities of approximately $5.2 billion for the nine months ended December 31, 2023. This change in cash flow is primarily due to purchases of marketable securities, partially offset by maturities, during thenine months ended December 31, 2024 and the proceeds received upon closing of the Roche Transaction during thenine months ended December 31, 2023.
Removed paragraphs (23)

Previous report

In September 2024, Immunovant reported additional positive results from the Phase 2a trial of batoclimab in Graves’ Disease. Participants in the trial received 12 weeks of high dose batoclimab, 680 mg weekly by subcutaneous injection (SC) followed by 12 weeks of lower dose batoclimab, 340 mg weekly SC. At the end of the first 12 weeks, participants experienced a mean IgG reduction of 77% leading to a 76% Response rate. In addition, by the end of 12 weeks of higher dose batoclimab, 56% achieved an ATD-Free Response. During Weeks 13 to 24, the lower 340mg dose of batoclimab resulted in mean IgG reduction of 65% (vs. 77% on 680mg dose) with a correspondingly lower responder rate of 68%. In addition, a lower ATD-Free Response rate of 36% was also observed in the second 12 weeks. Patients who achieved at least a 70% IgG reduction at the end of the trial had nearly a threefold higher ATD-Free Response rate than those who did not (60% vs. 23%). Batoclimab was well tolerated with no new safety signals identified.

Previous report

In November 2024, additional data on the efficacy and safety of batoclimab in Graves’ thyroidal and extrathyroidal disease were presented in an oral presentation at the American Thyroid Association (ATA) 2024 Annual Meeting. These data showed that a 60% response rate (defined as T3 and T4 falling below the upper limit of normal (ULN) without increasing the ATD dose) was achieved by Week 2, demonstrating the rapidity of response to batoclimab 680mg dosed weekly. Meaningful improvements in proptosis and lid aperture were also observed at both Week 12 and Week 24. Pronounced improvements in multiple Thyroid-Related Patient-Reported Outcomes (ThyPRO-39) measurement scales were also observed, with ATD-Free Responders (defined as T3 and T4 falling below the ULN and ceasing all ATD medications) reporting greater improvements than other participants.

Previous report

In November 2024, Immunovant announced completion of enrollment for patients included in Period 1 of the Phase 2b trial of batoclimab in CIDP, with data expected by March 31, 2025, to inform the trial design for a potentially registrational program with IMVT-1402.

Previous report

In November 2024, Immunovant also announced FDA clearance of the IND for IMVT-1402 in D2T RA and expects to initiate a potentially registrational trial by March 31, 2025.

Previous report

In September 2024, Pulmovant also presented data from the Phase 1b ATMOS study showing a single dose of inhaled mosliciguat in PH patients (N=38) led to sustained, clinically meaningful mean-max reductions in PVR of up to ~38%, one of the highest reductions seen in PH trials to date. Mosliciguat was generally well-tolerated, with low rates of treatment-emergent adverse events (TEAEs).

Previous report

Pulmovant initiated the global Phase 2 PHocus trial of mosliciguat in patients with PH-ILD.

Previous report

Roivant continued to return capital through share repurchases with $106M purchased for the quarter ending September 30, 2024, resulting in $754M cumulative share repurchases (inclusive of the repurchase of Sumitomo’s stake in April 2024) through September 30, 2024.

Previous report

Roivant reported consolidated cash, cash equivalents and marketable securities of approximately $5.4B at September 30, 2024.

Previous report

Comparison of the three and six months ended September 30, 2024 and 2023

Previous report

Variance analysis for three and six months ended September 30, 2024 and 2023

Previous report

Revenue, net increased by$0.8 million to$4.5 million for the three months ended September 30, 2024, compared to$3.6 million for the three months ended September 30, 2023. Revenue, net was not significant in either period presented.

Previous report

Revenue, net increased by $4.3 million to $12.5 million for the six months ended September 30, 2024, compared to $8.1 million for the six months ended September 30, 2023, Revenue, net was not significant in either period presented.

Previous report

Cost of revenues was$0.2 million for each of the three months ended September 30, 2024 and 2023. Cost of revenues was not significant in either period presented.

Previous report

Cost of revenues decreased by$0.8 million to$0.4 million for the six months ended September 30, 2024, compared to$1.2 million for the six months ended September 30, 2023. Cost of revenues was not significant in either period presented.

Previous report

Change in fair value of liability instruments were losses of $11.8 million and $52.0 million for the three and six months ended September 30, 2023 and primarily consisted of losses of $11.7 million and $51.7 million, respectively, relating to the warrant and earn-out share liabilities issued as part of the Business Combination.

Previous report

Income tax expense increased by$9.2 million to$12.5 million for the three months ended September 30, 2024, compared to$3.2 million for the three months ended September 30, 2023. The increase is primarily due to our earnings by legal entity in various jurisdictions, which is driven by an increase in interest income.

Previous report

Income tax expense increased by $19.5 million to $24.4 million for the six months ended September 30, 2024, compared to $4.9 million for the six months ended September 30, 2023. The increase is primarily due to our earnings by legal entity in various jurisdictions, which is driven by an increase in interest income.

Previous report

For thesix months ended September 30, 2024 and 2023, cash used in investing activities increased by approximately$3.3 billion to approximately$3.3 billion compared to$36.3 million for thesix months ended September 30, 2023 as a result of purchases of marketable securities during the six months ended September 30, 2024.
Reworded paragraphs (30)

Previous wording

Roivant is a biopharmaceutical company that aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. Roivant’s pipeline includes IMVT-1402 and batoclimab, fully human monoclonal antibodies targeting FcRn in development across several IgG-mediated autoimmune indications; brepocitinib, a potent small molecule inhibitor of TYK2 and JAK1 in development for the treatment of dermatomyositis and non-infectious uveitis; mosliciguat, an inhaled sGC activator in development for pulmonary hypertension associated with interstitial lung disease; and namilumab, an anti-GM-CSF monoclonal antibody in development for the treatment of pulmonary sarcoidosis. We advance our pipeline by creating nimble subsidiaries or “Vants” to develop and commercialize our medicines and technologies. Beyond therapeutics, Roivant also incubates discovery-stage companies and health technology startups complementary to its biopharmaceutical business.

Current wording

Roivant is a biopharmaceutical company that aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. Roivant’s pipeline includes IMVT-1402 and batoclimab, fully human monoclonal antibodies targeting FcRn in development across several IgG-mediated autoimmune indications; brepocitinib, a potent small molecule inhibitor of TYK2 and JAK1 in development for the treatment of dermatomyositis, non-infectious uveitis and cutaneous sarcoidosis; and mosliciguat, an inhaled sGC activator in development for pulmonary hypertension associated with interstitial lung disease. We advance our pipeline by creating nimble subsidiaries or “Vants” to develop and commercialize our medicines and technologies. Beyond therapeutics, Roivant also incubates discovery-stage companies and health technology startups complementary to its biopharmaceutical business.

Previous wording

Note: All product candidates in our current pipeline are investigational and subject to health authority approval. The “Phase” for a specific product candidate referenced above reflects both ongoing clinical trials and expected upcoming trials.

Current wording

Note: All product candidates in our current pipeline are investigational and subject to health authority approval. The “Phase” for a specific product candidate referenced above reflects both ongoing clinical trials and expected upcoming trials. A “Phase” marked as “TBA” is to be announced at a later date.

Previous wording

Note: References under “Expected Timing” are to calendar years unless otherwise noted. References to “FY End” are to Roivant’s fiscal year ending March 31, 2025. All catalyst timings are based on current expectations and, where applicable, contingent on FDA feedback, and may be subject to change. The timing of the litigation-related events noted above is subject to change, including at the discretion of the court.

Current wording

Note: References under “Expected Timing” are to calendar years unless otherwise noted. All catalyst timings are based on current expectations and, where applicable, contingent on FDA feedback, and may be subject to change. The timing of the litigation-related events noted above is subject to change, including at the discretion of the court. The court has not provided guidance for the timing of its ruling in the Pfizer/BioNTech Markman hearing, which could potentially be as soon as the first half of this calendar year.

Previous wording

We expect G&A expenses to increase in future periods to support our continued research and development activities and potential commercialization efforts. These increases will likely include additional costs related to the hiring of new personnel, including higher share-based compensation expenses, and fees to outside consultants, as well as other expenses. If any of our current or future product candidates receives regulatory approval in the U.S. or another jurisdiction, we expect that we would incur significantly increased expenses associated with building a sales and marketing team. Additionally, in July 2024, the Compensation Committee of the Board of Directors approved a multi-year incentive compensation program for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Chief Operating Officer. The long-term equity incentive awards granted pursuant to this program will result in significant increases to share-based compensation expense over the vesting period of the awards. Refer to Note 9, “Share-Based Compensation” of our financial statements for further details.

Current wording

We expect G&A expenses to increase in future periods to support our continued research and development activities and potential commercialization efforts. These increases will likely include additional costs related to the hiring of new personnel, including higher share-based compensation expenses, and fees to outside consultants, as well as other expenses. If any of our current or future product candidates receives regulatory approval in the U.S. or another jurisdiction, we expect that we would incur significantly increased expenses associated with building a sales and marketing team. Additionally, in July 2024, the Compensation Committee of the Board of Directors approved a multi-year incentive compensation program for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Chief Operating Officer (the “2024 Senior Executive Compensation Program”). The long-term equity incentive awards granted pursuant to this program will result in significant increases to share-based compensation expense over the vesting period of the awards. Refer to Note 9, “Share-Based Compensation” of our financial statements for further details.

Previous wording

Gain on sale of Telavant net assets reflects the gain resulting from the achievement of a one-time milestone in June 2024 related to the sale of our entire equity interest in our majority-owned subsidiary Telavant Holdings, Inc. (“Telavant”) to Roche Holdings, Inc. (“Roche”) (the “Roche Transaction”). In December 2023, Roche acquired all of the issued and outstanding shares of capital stock of Telavant in exchange for approximately $7.1 billion in cash at the closing of the Roche Transaction and a one-time milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC. Prior to the Roche Transaction, we held 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer Inc. owned the remaining 25%, in each case on an as-converted basis. The $7.1 billion in closing consideration was paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction, and this same treatment will be applied to the one-time milestone payment. We recognized a gain on sale of Telavant net assets of approximately $110 million for our pro rata portion of the one-time milestone consideration during the six months ended September 30, 2024. Refer to Note 5, “Recent Transactions and Developments” for further information regarding the Roche Transaction.

Current wording

Gain on sale of Telavant net assets reflects a gain resulting from the sale of our entire equity interest in our majority-owned subsidiary, Telavant Holdings, Inc. (“Telavant”), to Roche Holdings, Inc. (“Roche”) in December 2023 (the “Roche Transaction”) as well as a gain resulting from the achievement of a one-time milestone in June 2024. In December 2023, Roche acquired all of the issued and outstanding shares of capital stock of Telavant in exchange for approximately $7.1 billion in cash at the closing of the Roche Transaction and a one-time milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC. Prior to the Roche Transaction, we held 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer Inc. owned the remaining 25%, in each case on an as-converted basis. The $7.1 billion in closing consideration was paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction, and this same treatment was applied to the one-time milestone payment. We recognized a gain on sale of Telavant net assets of approximately$110 million for our pro rata portion of the one-time milestone consideration during the nine months ended December 31, 2024 and approximately$5.3 billion for the sale of our entire equity interest in Telavant during the three and nine months ended December 31, 2023. Refer to Note 5, “Recent Transactions and Developments” for further information regarding the Roche Transaction.

Previous wording

Change in fair value of investments includes the unrealized (gain) loss on equity investments, including Arbutus Biopharma Corporation (“Arbutus”) and Heracles Parent, L.L.C. (“Datavant”). We have elected the fair value option to account for these investments.

Current wording

Change in fair value of investments includes the unrealized loss (gain) on equity investments, including Arbutus Biopharma Corporation (“Arbutus”) and Heracles Parent, L.L.C. (“Datavant”). We have elected the fair value option to account for these investments.

Previous wording

(Loss) income from discontinued operations, net of tax represents the financial results of Dermavant Sciences Ltd. (“Dermavant”). In September 2024, Dermavant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Organon & Co. (“Organon”), Organon Bermuda Ltd., an indirect wholly owned subsidiary of Organon (“Merger Sub”), and us, solely in our capacity as the representative of the securityholders of Dermavant. Organon’s acquisition of Dermavant (the “Dermavant Transaction”) was completed in October 2024. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Current wording

Income (loss) from discontinued operations, net of tax consists of the gain on sale of subsidiary interests resulting from the sale of our entire equity interest in our majority-owned subsidiary, Dermavant Sciences Ltd. (“Dermavant”), to Organon & Co. (“Organon”) in October 2024 and the financial results of Dermavant. In September 2024, Dermavant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Organon, Organon Bermuda Ltd., an indirect wholly owned subsidiary of Organon (“Merger Sub”), and us, solely in our capacity as the representative of the securityholders of Dermavant. Organon’s acquisition of Dermavant (the “Dermavant Transaction”) was completed in October 2024. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Previous wording

The following table sets forth our results of operations for the three months ended September 30, 2024 and 2023:

Current wording

The following table sets forth our results of operations for thenine months ended December 31, 2024 and 2023:

Previous wording

Research and development expenses increased by$28.3 million to$143.1 million for the three months ended September 30, 2024, compared to $114.8 million for the three months ended September 30, 2023. This increase was primarily driven by increases in program-specific costs of $19.2 million, personnel-related expenses of $7.2 million, and share-based compensation of $1.6 million.

Current wording

Research and development expenses increased by$33.4 million to$141.6 million for the three months ended December 31, 2024, compared to $108.1 million for the three months ended December 31, 2023. This increase was primarily driven by increases in program-specific costs of $26.2 million, personnel-related expenses of $3.9 million, and share-based compensation of $2.8 million.

Previous wording

Within program-specific costs, the increase of $19.2 million was primarily driven by an increase in expense of $34.2 million related to the anti-FcRn franchise, partially offset by a decrease in expense of $18.6 million related to RVT-3101, which was sold to Roche in December 2023.

Current wording

Within program-specific costs, the increase of $26.2 million was primarily driven by an increase in expense of $29.1 million related to the anti-FcRn franchise, partially offset by a decrease in expense of $5.7 million related to RVT-3101, which was sold to Roche in December 2023.

Previous wording

For the six months ended September 30, 2024 and 2023, our research and development expenses consisted of the following:

Current wording

For thenine months ended December 31, 2024 and 2023, our research and development expenses consisted of the following:

Previous wording

Research and development expenses increased by$39.4 million to$263.6 million for the six months ended September 30, 2024, compared to $224.2 million for the six months ended September 30, 2023. This increase was primarily driven by increases in program-specific costs of $26.5 million, personnel-related expenses of $8.5 million, and share-based compensation of $4.7 million.

Current wording

Research and development expenses increased by$72.8 million to$405.2 million for the nine months ended December 31, 2024, compared to$332.4 million for the nine months ended December 31, 2023. This increase was primarily driven by increases in program-specific costs of $52.7 million, personnel-related expenses of $12.4 million, and share-based compensation of $7.5 million.

Previous wording

Within program-specific costs, the increase of$26.5 million was primarily driven by increases in expense of $47.6 million related to the anti-FcRn franchise and$8.9 million related to mosliciguat as a result of its acquisition during the three months ended September 2023. These increases were partially offset by a decrease in expense of$29.5 million related to RVT-3101, which was sold to Roche in December 2023.

Current wording

Within program-specific costs, the increase of $52.7 million was primarily driven by increases in expense of $76.6 million related to the anti-FcRn franchise and $11.6 million related to mosliciguat as a result of its acquisition during the nine months ended December 31, 2023. These increases were partially offset by a decrease in expense of$35.1 million related to RVT-3101, which was sold to Roche in December 2023.

Previous wording

Acquired in-process research and development expenses were $26.5 million for the six months ended September 30, 2023 due to $14.0 million of consideration relating to the asset acquisition of mosliciguat completed by our wholly-owned subsidiary, Pulmovant, and $12.5 million relating to the achievement of development and regulatory milestones for batoclimab.

Current wording

Acquired in-process research and development expenses were$26.5 million for the nine months ended December 31, 2023 due to $14.0 million of consideration relating to the asset acquisition of mosliciguat completed by our wholly-owned subsidiary, Pulmovant, and $12.5 million relating to the achievement of development and regulatory milestones for batoclimab.

Previous wording

General and administrative expenses increased by$114.3 million to$202.9 million for the three months ended September 30, 2024, compared to$88.6 million for the three months ended September 30, 2023. This increase was primarily due to an increase in personnel-related expenses of $87.0 million, of which $79.1 million related to the one-time cash retention awards approved in July 2024 for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Chief Operating Officer (the “2024 Senior Executive Compensation Program”) and $6.6 million related to the special one-time cash retention bonus award granted to employees, following approval in December 2023. The increase was also driven by an increase in share-based compensation expense of $21.7 million, primarily due to the long-term equity incentive awards granted in July 2024 pursuant to the 2024 Senior Executive Compensation Program.

Current wording

General and administrative expenses increased by$13.4 million to$141.5 million for the three months ended December 31, 2024, compared to$128.2 million for the three months ended December 31, 2023. This increase largely resulted from an increase in share-based compensation expense of $25.0 million, primarily due to the long-term equity incentive awards granted in July 2024 pursuant to the 2024 Senior Executive Compensation Program. This increase was partially offset by a decrease in personnel-related expenses of $15.9 million, primarily due to higher expense in the three months ended December 31, 2023 related to a special one-time cash retention bonus award granted to employees, following approval in December 2023.

Previous wording

General and administrative expenses increased by $122.9 million to $302.8 million for the six months ended September 30, 2024, compared to $179.9 million for the six months ended September 30, 2023. This increase was primarily due to an increase in personnel-related expenses of $94.8 million, of which $79.1 million related to the one-time cash retention awards approved in July 2024 pursuant to the 2024 Senior Executive Compensation Program and $13.5 million related to the special one-time cash retention bonus award granted to employees, following approval in December 2023. The increase was also driven by an increase in share-based compensation expense of $19.8 million, primarily due to the long-term equity incentive awards granted in July 2024 pursuant to the 2024 Senior Executive Compensation Program.

Current wording

General and administrative expenses increased by $136.3 million to $444.3 million for the nine months ended December 31, 2024, compared to$308.0 million for the nine months ended December 31, 2023. This increase was primarily due to an increase in personnel-related expenses of $79.0 million, which largely resulted from the one-time cash retention awards approved in July 2024 pursuant to the 2024 Senior Executive Compensation Program. The increase was also driven by an increase in share-based compensation expense of $44.8 million, primarily due to the long-term equity incentive awards granted in July 2024 pursuant to the 2024 Senior Executive Compensation Program.

Previous wording

Gain on sale of Telavant net assets was approximately $110.4 million for the six months ended September 30, 2024 and resulted from the achievement of a one-time milestone achieved in June 2024. Refer to Note 5, “Recent Transactions and Developments” of our financial statements for further information regarding the milestone.

Current wording

Gain on sale of Telavant net assets was approximately$5.3 billion for the three months ended December 31, 2023 and resulted from the sale of our entire equity interest in Telavant to Roche in December 2023. Refer to Note 5, “Recent Transactions and Developments” of our financial statements for further information.

Previous wording

Change in fair value of investments was an unrealized gain of $63.6 million and an unrealized loss of $53.4 million for the six months ended September 30, 2024 and 2023, respectively. The change of$117.0 million was primarily driven by changes in the public share price of Arbutus and the change in fair value of our investment in Datavant.

Current wording

Change in fair value of investments were unrealized losses of$21.3 million and$10.5 million for the three months ended December 31, 2024 and 2023, respectively. The change of $10.8 million was primarily driven by changes in the public share price of Arbutus and in the fair value of our investment in Datavant.

Previous wording

Change in fair value of investments was an unrealized gain of$48.4 million and an unrealized loss of$45.8 million for the three months ended September 30, 2024 and 2023, respectively. The change of $94.2 million was primarily driven by changes in the public share price of Arbutus and the change in fair value of our investment in Datavant.

Current wording

Change in fair value of investments was an unrealized gain of $42.3 million and an unrealized loss of $63.9 million for the nine months ended December 31, 2024 and 2023, respectively. The change of$106.2 million was primarily driven by changes in the public share price of Arbutus and in the fair value of our investment in Datavant.

Previous wording

Change in fair value of liability instruments was a gain of$0.6 million and a loss of$0.5 million for the three and six months ended September 30,2024, respectively. Change in fair value of liability instruments was not significant in either period presented.

Current wording

Change in fair value of liability instruments were gains of $2.1 million and $1.6 million for the three and nine months ended December 31, 2024, respectively. Change in fair value of liability instruments was not significant in either period presented.

Previous wording

Gain on deconsolidation of subsidiaries was $17.4 million for the three and six months ended September 30, 2023 and resulted from thedeconsolidation of VantAI Holdings, Inc. in July 2023 and Proteovant Sciences Inc. in August 2023.

Current wording

Gain on deconsolidation of subsidiaries was $17.4 million for the nine months ended December 31, 2023 and resulted from the deconsolidation of VantAI Holdings, Inc. in July 2023 and Proteovant Sciences Inc. in August 2023.

Previous wording

Interest income increased by $55.5 million to $69.8 million for the three months ended September 30, 2024, compared to $14.3 million for the three months ended September 30, 2023. The increase is primarily due to higher cash balances in our interest-bearing cash accounts.

Current wording

Interest income increased by$29.9 million to$61.9 million for the three months ended December 31, 2024, compared to$32.0 million for the three months ended December 31, 2023. The increase is primarily due to higher cash balances in our interest-bearing cash accounts.

Previous wording

Interest income increased by $110.9 million to $141.9 million for the six months ended September 30, 2024, compared to $31.0 million for the six months ended September 30, 2023. The increase is primarily due to higher cash balances in our interest-bearing cash accounts and higher interest rates.

Current wording

Interest income increased by$140.8 million to$203.8 million for the nine months ended December 31, 2024, compared to$63.0 million for the nine months ended December 31, 2023. The increase is primarily due to higher cash balances in our interest-bearing cash accounts and higher interest rates.

Previous wording

Loss from discontinued operations, net of tax was $43.1 million and $86.5 million for the three months ended September 30, 2024 and 2023, respectively. Income (loss) from discontinued operations, net of tax was income of $46.0 million and a loss of $169.1 million for the six months ended September 30, 2024 and 2023, respectively. These amounts represent the financial results of Dermavant. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Current wording

Losses from discontinued operations, net of tax were $58.5 million and $227.6 million for the three and nine months ended December 31, 2023, respectively. These amounts represent the financial results of Dermavant. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Previous wording

For thesix months ended September 30, 2024 and 2023, we incurred net losses from continuing operations of$268.4 million and$489.9 million, respectively. As of September 30, 2024, we had cash, cash equivalents and marketable securities of approximately $5.4 billion and our retained earnings was $395.6 million. Our operations to date have been financed primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements.

Current wording

For thenine months ended December 31, 2024 and 2023, we incurred a net loss from continuing operations of$477.4 million and had net income from continuing operations ofapproximately $4.6 billion, respectively. As of December 31, 2024, we had cash, cash equivalents and marketable securities of approximately$5.1 billion and our retained earnings was$460.4 million. Our operations to date have been financed primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements.

Previous wording

Organon agreed to acquire Dermavant for aggregate cash consideration comprising (i) a payment of $175.0 million payable at the closing of the Dermavant Transaction, subject to certain adjustments, (ii) a $75.0 million milestone payment payable upon FDA approval of VTAMA (the “Product”) for the treatment of atopic dermatitis and (iii) up to $950.0 million in additional milestone payments payable upon achievement of certain tiered net sales amounts with respect to the Product, each less than or equal to $1.0 billion. Additionally, Organon agreed to make tiered royalty payments of (x) low-to-mid single digit percentages with respect to annual net sales of the Product up to $1.0 billion and (y) 30% with respect to annual net sales of the Product above $1.0 billion. Such consideration and royalty payments are payable to all of Dermavant’s equity holders, including holders of restricted stock units, options and warrants, on a pro rata basis relative to their ownership of Dermavant prior to the closing of the Dermavant Transaction (in each case, after giving effect to the liquidation preference of Dermavant’s preference shares, all of which are held by us, and otherwise in accordance with the applicable terms of such securities). Under the liquidation preference of Dermavant’s preference shares, we are entitled to receive 100% of the first $270.0 million of consideration paid pursuant to the Merger Agreement. We received $183.6 million in cash in October 2024 upon the closing of the Dermavant Transaction.

Current wording

Pursuant to the Merger Agreement, Organon agreed to acquire Dermavant for aggregate cash consideration comprising (i) a payment of $175.0 million payable at the closing of the Dermavant Transaction, subject to certain adjustments, (ii) a $75.0 million milestone payment payable upon FDA approval of VTAMA (the “Product”) for the treatment of atopic dermatitis (the “AD Approval Milestone”) and (iii) up to $950.0 million in additional milestone payments payable upon achievement of certain tiered net sales amounts with respect to the Product, each less than or equal to $1.0 billion. Additionally, Organon agreed to make tiered royalty payments of (x) low-to-mid single digit percentages with respect to annual net sales of the Product up to $1.0 billion and (y) 30% with respect to annual net sales of the Product above $1.0 billion. Such consideration and royalty payments are subject to certain post-closing adjustments and are payable to all of Dermavant’s equity holders, including holders of restricted stock units, options and warrants, on a pro rata basis relative to their ownership of Dermavant prior to the closing of the Dermavant Transaction (in each case, after giving effect to the liquidation preference of Dermavant’s preference shares, all of which are held by us, and otherwise in accordance with the applicable terms of such securities). Under the liquidation preference of Dermavant’s preference shares, we are entitled to receive 100% of the first $270.0 million of consideration paid pursuant to the Merger Agreement. We received $183.6 million in cash in October 2024 upon the closing of the Dermavant Transaction, subject to certain post-closing adjustments that are still being finalized. The AD Approval Milestone was achieved in December 2024, and the Company received payment of the $75.0 million AD Approval Milestone in January 2025, pursuant to the terms of the Merger Agreement.

Previous wording

Our board of directors authorized a common share repurchase program, allowing for repurchases of common shares in an aggregate amount of up to $1.5 billion (excluding fees and expenses). The repurchase program is funded by available cash and cash equivalents on hand and does not have an expiration date. In April 2024, pursuant to the share repurchase program, we entered into a share repurchase agreement with Sumitomo Pharma Co., Ltd. (“Sumitomo”) and repurchased all 71,251,083 common shares held by Sumitomo at a purchase price per share of $9.10, for an aggregate purchase price of approximately $648.4 million. Repurchases of an additional 9,023,658 shares were made in open market transactions under the share repurchase program in the three months ended September 30, 2024 for an aggregate purchase price of approximately$106.1 million.

Current wording

Our board of directors authorized a common share repurchase program, allowing for repurchases of common shares in an aggregate amount of up to $1.5 billion (excluding fees and expenses). The repurchase program is funded by available cash and cash equivalents on hand and does not have an expiration date. In April 2024, pursuant to the share repurchase program, we entered into a share repurchase agreement with Sumitomo Pharma Co., Ltd. (“Sumitomo”) and repurchased all 71,251,083 common shares held by Sumitomo at a purchase price per share of $9.10, for an aggregate purchase price of approximately $648.4 million. Subsequent to the repurchase of the common shares held by Sumitomo, additional repurchases of 29,775,634 shares were made in open market transactions under the share repurchase program during the nine months ended December 31, 2024 for an aggregate purchase price of approximately$349.4 million.

Previous wording

The following table sets forth a summary of our cash flows for thesix months ended September 30, 2024 and 2023:

Current wording

The following table sets forth a summary of our cash flows for thenine months ended December 31, 2024 and 2023:

Previous wording

For the six months ended September 30, 2024, cash used in operating activities increased by$13.3 million to$459.6 million compared to$446.4 million for thesix months ended September 30, 2023.

Current wording

For the nine months ended December 31, 2024, cash used in operating activities increased by$10.1 million to$666.9 million compared to$656.8 million for thenine months ended December 31, 2023.

Previous wording

For thesix months ended September 30, 2024 and 2023, cash flow from financing activities changed by$985.0 million to net cash used in financing activities of$769.7 million from net cash provided by financing activities of$215.3 million for thesix months ended September 30, 2023. During thesix months ended September 30, 2024, net cash used in financing activities was primarily due to the repurchase of$754.4 million of our common shares during thesix months ended September 30, 2024. During the six months ended September 30, 2023, net proceeds were primarily generated by the issuance of our common shares pursuant to purchase and sale agreements entered with certain institutional investors.

Current wording

For thenine months ended December 31, 2024 and 2023, cash flow from financing activities changed by approximately$1.5 billion to net cash used in financing activities of approximately$1.0 billion for thenine months ended December 31, 2024 from net cash provided by financing activities of$452.0 million for thenine months ended December 31, 2023. During thenine months ended December 31, 2024, net cash used in financing activities was primarily due to the repurchase of$997.8 million of our common shares during thenine months ended December 31, 2024. During the nine months ended December 31, 2023, net proceeds were primarily generated by the issuance of common shares of our majority-owned subsidiary Immunovant as well as the issuance of our common shares pursuant to purchase and sale agreements entered into with certain institutional investors.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Income (loss) from discontinued operations, net of tax

Current report — wording carried from elsewhere

Income (loss) from discontinued operations, net of tax
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

The following table sets forth our results of operations for the six months ended September 30, 2024 and 2023:

Previous report — wording carried elsewhere

Acquired in-process research and development expenses were $14.0 million for the three months ended September 30, 2023 due to $14.0 million of consideration relating to the asset acquisition of mosliciguat completed by our wholly-owned subsidiary, Pulmovant.

Previous report — wording carried elsewhere

In September 2024, Dermavant entered into the Merger Agreement with Organon, Merger Sub, and us, solely in our capacity as the representative of the securityholders of Dermavant. Organon’s acquisition of Dermavant was completed in October 2024, subsequent to quarter end.