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Roivant Sciences Ltd.

For the period ended Jun 30, 2025. Filed Aug 11, 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.

Jun 30, 2025 · Filed Aug 11, 2025

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

What changed in Management’s Discussion and Analysis?

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Previous 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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001140361-25-030001

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 118 previous paragraphs and 94 current paragraphs.

44 unchanged; 29 reworded; 19 added; 42 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 62 previous and 54 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 (19)

Current report

Variance analysis forthree months ended June 30, 2025 and 2024

Current report

(1)Certain prior year amounts have been reclassified to conform to current year presentation.

Current report

(2)For the three months ended June 30, 2025, terminated program expenses consisted of $1.0 million for Namilumab. For the three months ended June 30, 2024, terminated program expenses consisted of $4.4 million for Namilumab and $1.7 million for RVT-2001.

Current report

The increase of$19.8 million in program-specific costs was primarily driven by increases of $15.2 million related to the anti-FcRn franchise, reflecting the progression of our programs,$5.4 million related to mosliciguat, and$4.4 million related to brepocitinib.

Current report

The majority of unallocated share-based compensation and personnel-related expenses were related to the anti-FcRn franchise activities at Immunovant. The increase of$11.0 million in personnel-related expenses was primarily driven by higher headcount to support additional clinical studies for the anti-FcRn franchise.

Current report

General and administrative expenses increased by$34.1 million to$134.0 million for the three months ended June 30, 2025, compared to$99.9 million for the three months ended June 30, 2024. This increase was due to an increase in share-based compensation expense of $34.2 million, largely as a result of long-term equity incentive awards from the 2024 Senior Executive Compensation Program. Refer to Note 9, “Share-Based Compensation and Other Compensation Plans” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 for further information.

Current report

A summary of general and administrative expense relating to the special one-time cash retention bonus award to its employees awarded during the year ended March 31, 2024 (the “Cash Bonus Program”) and 2024 Senior Executive Compensation Program is as follows:

Current report

Interest income decreased by$23.8 million to$48.3 million for the three months ended June 30, 2025, compared to$72.1 million for the three months ended June 30, 2024. The decrease is primarily due to lower cash equivalents and marketable securities balances in our interest-bearing accounts and lower interest rates.

Current report

For thethree months ended June 30, 2025 and 2024, we incurred net losses from continuing operations of$273.9 million and$31.6 million, respectively. As of June 30, 2025, we had cash, cash equivalents and marketable securities of approximately$4.5 billion and our accumulated deficit was$315.6 million. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditures for the foreseeable future. However, projections of future cash flows and operating expenses are inherently uncertain and subject to changes, as described under“Risk Factors” in Part II, Item 1A. of this Quarterly Report on Form 10-Q. As a result, our existing cash, cash equivalents and marketable securities may not be sufficient to fund our operating expenses as anticipated, and we may need to raise additional capital to fund our operations.

Current report

For thethree months ended June 30, 2025 and 2024, cash used in investing activities increased by$1,084.8 million to$1,085.7 million for thethree months ended June 30, 2025 from$1.0 million for thethree months ended June 30, 2024, primarily related to purchases of marketable securities, partially offset by maturities during thethree months ended June 30, 2025.

Current report

For thethree months ended June 30, 2025 and 2024, cash used in financing activities decreased by$472.8 million to$187.8 million for thethree months ended June 30, 2025 from$660.6 million for thethree months ended June 30, 2024, primarily related to a decrease of $440.1 million in the repurchase of our common shares.

Current report

In November 2023, the FASB issued 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted the guidance in the Company’s Form 10-K for the fiscal year ended March 31, 2025 and has made the required disclosures in Note 15, “Segment Information” in our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for disclosure of the information required under ASU 2023-07.
Removed paragraphs (42)

Previous 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.

Previous 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.

Previous 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.

Previous report

Change in fair value of liability instruments primarily includes the (gain) loss relating to the measurement and recognition of fair value on a recurring basis of certain liabilities, including the earn-out share liabilities issued in connection with our business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company.

Previous report

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

Previous report

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

Previous report

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

Previous 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.

Previous report

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 report

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 report

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 report

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 report

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 report

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 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.

Previous report

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 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.

Previous report

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 report

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 report

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 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.

Previous report

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 report

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

Previous report

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 report

As contemplated by the Merger Agreement, in connection with the closing of the Dermavant Transaction, Dermavant repaid all amounts outstanding or otherwise payable (including accrued interest and all premiums and exit fees) pursuant to a senior secured credit facility (the “Credit Facility”), dated as of May 14, 2021 and amended as of May 24, 2024, by and among Dermavant, certain subsidiaries of Dermavant, XYQ Luxco S.A.R.L. and U.S. Bank Trust Company, National Association, and terminated the Credit Facility in accordance with its terms.

Previous report

Following the closing of the Dermavant Transaction, all rights and obligations under each of (A) the Revenue Interest Purchase and Sale Agreement, dated as of May 14, 2021 and amended as of May 24, 2024, by and among Dermavant, Dermavant Sciences GmbH, XYQ Luxco S.A.R.L., NovaQuest Co-Investment Funds XVII, L.P., MAM Tapir Lender, LLC and U.S. Bank Trust Company, National Association and (B) the Funding Agreement, dated as of July 10, 2018 and amended as of May 24, 2024, by and among Dermavant, Dermavant Sciences GmbH and NovaQuest Co-Investment Fund VIII, L.P., were retained by Dermavant and its subsidiaries, which became indirect wholly owned subsidiaries of Organon. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Previous 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.

Previous report

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.

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Reworded paragraphs (29)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our (1) unaudited condensed consolidated financial statements and notes to those statements included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and (2) audited consolidated financial statements and notes to those statements and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended March 31, 2024, included in our Annual Report on Form 10-K, filed with the SEC on May 30, 2024 (the “Form 10-K”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Roivant’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report. Our fiscal year ends on March 31 and our fiscal quarters end on June 30, September 30 and December 31.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our (1) unaudited condensed consolidated financial statements and notes to those statements included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and (2) audited consolidated financial statements and notes to those statements and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended March 31, 2025, included in our Annual Report on Form 10-K, filed with the SEC on May 29, 2025 (the “Form 10-K”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Roivant’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Forward-Looking Statements” and “Risk Factors” in this Quarterly Report. Our fiscal year ends on March 31 and our fiscal quarters end on June 30, September 30 and December 31.

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, 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.

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 brepocitinib, a potent small molecule inhibitor of TYK2 and JAK1 in development for the treatment of dermatomyositis, non-infectious uveitis and cutaneous sarcoidosis; IMVT-1402 and batoclimab, fully human monoclonal antibodies targeting FcRn in development across several IgG-mediated autoimmune indications; 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. A “Phase” marked as “TBA” is to be announced at a later date.

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.

Previous wording

We have a robust set of expected near-term catalysts, including the items set forth below. In addition, we plan to in-license multiple potentially category-leading drugs per year.

Current wording

In the upcoming year, we have a robust set of expected near-term catalysts, including the items set forth in the table below. In addition, we plan to in-license multiple potentially category-leading drugs per year.

Previous 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.

Current wording

Note: References under “Expected Timing” are to calendar years. 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.

Previous wording

Revenue, net primarily relates to the recognition of payments received in connection with license agreements, as well as revenue generated by subscription and service-based fees.

Current wording

Revenue primarily relates to amounts earned in connection with license agreements, as well as revenue generated by subscription and service-based fees.

Previous wording

Research and development activities will continue to be central to our business model. We anticipate that our research and development expenses will increase for the foreseeable future as we advance our product candidates and our recently in-licensed assets through preclinical studies and clinical trials, as well as acquire or discover new product candidates. We expect higher employee-related expenses, including share-based compensation expenses, as well as higher consulting costs as we hire additional resources to support increasing development activity.

Current wording

Research and development activities will continue to be central to our business model. We anticipate that our research and development expenses will increase for the foreseeable future as we advance our product candidates and our in-licensed assets through preclinical studies and clinical trials, as well as acquire or discover new product candidates.

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 “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.

Current wording

We expect G&A expenses to increase in future periods to support our potential commercialization efforts. These increases will likely include additional costs related to the hiring of new personnel 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 Immunovant CEO(the “2024 Senior Executive Compensation Program”). The long-term equity incentive awards granted pursuant to this program will result in significant share-based compensation expense over the vesting period of the awards. Refer to Note 9, “Share-Based Compensation and Other Compensation Plans” of our financial statements for further details.

Previous 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.

Current wording

Gain on sale of Telavant net assets reflects a gain resulting from the achievement of a one-time milestone in June 2024 at Telavant Holdings, Inc. (“Telavant”) for our pro rata portion of the consideration. Refer to Note 5, “Recent Transactions and Developments” for further information.

Previous 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.

Current wording

Change in fair value of investments includes the unrealized losses 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

Interest income consists of interest earned on our cash, cash equivalents and marketable securities.

Current wording

Interest income consists of interest earned on our cash equivalents and marketable securities.

Previous wording

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.

Previous 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.

Current wording

Income from discontinued operations, net of tax consists of the financial results of Dermavant Sciences Ltd. (“Dermavant”) during thethree months ended June 30, 2024. 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.

Previous wording

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

Current wording

The following table sets forth our results of operations for the three months ended June 30, 2025 and 2024:

Previous wording

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 wording

Revenue decreased by$5.8 million to$2.2 million for the three months ended June 30, 2025, compared to$8.0 million for the three months ended June 30, 2024. During both the three months ended June 30, 2025 and 2024, revenue was primarily driven by amounts earned in connection with license agreements at Genevant.

Previous 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.

Current wording

Research and development expenses increased by$32.4 million to$152.9 million for the three months ended June 30, 2025, compared to$120.5 million for the three months ended June 30, 2024. This increase was primarily driven by increases in program-specific costs of$19.8 million and personnel-related expenses of$11.0 million.

Previous 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.

Current wording

Gain on sale of Telavant net assets was approximately$110.4 million for the three months ended June 30, 2024 and resulted from the achievement of a one-time milestone in June 2024. 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 $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.

Current wording

Change in fair value of investments was an unrealized loss of$19.1 million and an unrealized gain$15.2 million for the three months ended June 30, 2025 and 2024, respectively. The change of$34.4 million was primarily driven by changes in the public share prices of our equity investments, including Arbutus, as well as the change in the fair value of our investment in Datavant.

Previous wording

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 wording

Income tax expense decreased by$7.3 million to$4.6 million for the three months ended June 30, 2025, compared to$12.0 million for the three months ended June 30, 2024. The decrease is primarily due to our fluctuating earnings by legal entity in various jurisdictions over the periods.

Previous 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.

Current wording

Income from discontinued operations, net of tax was $89.1 million for the three months ended June 30, 2024 and represents the financial results of Dermavant during this period. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Previous wording

We have entered into commitments under various asset acquisition and license agreements. Under these agreements, we are required to make milestone payments upon successful completion and achievement of certain development, regulatory and commercial milestones. The payment obligations under the asset acquisition and license agreements are contingent upon future events such as the achievement of specified development, regulatory and commercial milestones, and we will be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. We expect to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments of capital resources.

Current wording

Additionally, we have certain payment obligations under various asset acquisition and license agreements. Under these agreements we are required to make milestone payments upon successful completion and achievement of certain development, regulatory and commercial milestones. The payment obligations under the asset acquisition and license agreements are contingent upon future events, such as the achievement of specified development, regulatory and commercial milestones, and the amount, timing and likelihood of such payments are not known. We will also be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. We expect to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments of capital resources.

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. 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.

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). This repurchase program was funded by available cash and cash equivalents on hand. 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 57,110,703 shares were made in open market transactions under the share repurchase program during the fiscal year ended March 31, 2025 for an aggregate purchase price of approximately $644.8 million. During the three months ended June 30, 2025, repurchase of 20,269,450 shares were made for an aggregate purchase price of approximately $208.3 million. This $1.5 billion common share repurchase program was completed as of June 30, 2025.

Previous wording

We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the discovery efforts, preclinical activities, clinical trials and potential commercialization of our product candidates. Our operating results, including our net losses, may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials, our expenditures on other research and development activities and our commercialization efforts. We anticipate that our expenses will increase substantially as we:

Current wording

We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the discovery efforts, preclinical activities, clinical trials and potential commercialization of our product candidates. Our operating results, including our net losses, may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials, our expenditures on other research and development activities and our commercialization efforts. We anticipate our expenses will increase substantially as we:

Previous wording

In the future, we may require significant additional capital to continue our operations, pursue business opportunities or strategic transactions, or respond to challenges, competition or unforeseen circumstances. Until such time, if ever, that we can generate substantial revenues, we may finance future cash needs through a combination of equity offerings, debt financings, strategic alliances and license and development agreements or other collaborations at Roivant and the Vants. To the extent that we raise additional capital by issuing equity securities at Roivant or the Vants, our existing shareholders’ ownership, or our ownership in the Vants, may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that could harm the rights of our shareholders. Additionally, any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs or technologies or grant licenses on terms that may not be favorable to us. The foregoing restrictions associated with potential sources of additional capital may make it more difficult for us to raise additional capital or to pursue business opportunities, including potential acquisitions.

Current wording

While we do not have a need for additional capital to continue our operations as a result of our current liquidity position, we may in the future require additional capital to fund our operations, pursue business opportunities or strategic transactions or respond to challenges, competition or unforeseen circumstances. In that case, until such time, if ever, that we can generate substantial revenues, we may finance future cash needs through a combination of equity offerings, debt financings, strategic alliances and license and development agreements or other collaborations at Roivant and the Vants. To the extent that we raise additional capital by issuing equity securities at Roivant or the Vants, our existing shareholders’ ownership, or our ownership in the Vants, may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that could harm the rights of our shareholders. Additionally, any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations or strategic alliances or through marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs or technologies or grant licenses on terms that may not be favorable to us. The foregoing restrictions associated with potential sources of additional capital may make it more difficult for us to raise additional capital, if needed, or to pursue business opportunities, including potential acquisitions.

Previous wording

If adequate funds are not available to us, we may be required to forego potential in-licensing or acquisition opportunities, delay, limit or terminate one or more development or discovery programs, scale back marketing efforts for our current and future products or be unable to expand operations or otherwise capitalize on business opportunities, which could materially affect our business, prospects, financial condition and results of operations.

Current wording

While we do not have a near-term need for additional capital as a result of our current liquidity position, we may in the future require additional capital, and if adequate funds are not available to us, in that case, we may be required to forego potential in-licensing or acquisition opportunities, delay, limit or terminate one or more development or discovery programs, or be unable to expand operations or otherwise capitalize on business opportunities, which could materially affect our business, prospects, financial condition and results of operations.

Previous wording

Finally, as part of our ongoing business strategy we regularly evaluate new acquisition and in-licensing opportunities, as well as our capital structure. We may from time to time use our existing cash to fund such opportunities or to retire outstanding debt obligations or to return capital to shareholders though share repurchases or the issuance of cash dividends on our common shares to optimize our capital structure. See “Risk Factors—Risks Related to Our Business and Industry—We face risks associated with strategic transactions and partnerships and we may not realize the expected benefits of those strategic transactions and partnerships.” for more information.

Current wording

Finally, as part of our ongoing business strategy we regularly evaluate new acquisition and in-licensing opportunities, as well as our capital structure. We may from time to time use our existing cash to fund such opportunities or to return capital to shareholders though share repurchases or the issuance of cash dividends on our common shares to optimize our capital structure. See “Risk Factors—Risks Related to Our Business and Industry—We face risks associated with acquisitions, divestitures and other strategic transactions.” for more information.

Previous wording

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

Current wording

The following table sets forth a summary of our cash flows for thethree months ended June 30, 2025 and 2024:

Previous 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.

Current wording

For thethree months ended June 30, 2025, cash used in operating activities increased by$11.6 million to$204.4 million compared to$192.8 million for thethree months ended June 30, 2024, largely reflecting greater cash requirements to advance our research and development programs during thethree months ended June 30, 2025.

Previous wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingencies as of the dates of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known.

Current wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingencies as of the dates of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets andliabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Income from discontinued operations, net of tax

Current report — wording carried from elsewhere

On June 24, 2025, in addition to the $1.5 billion common share repurchase program, the Company’s board of directors authorized a common share repurchase program allowing for repurchases of the Company’s common shares in an aggregate amount of up to $500 million (excluding fees and expenses). No purchases have been made as of June 30, 2025.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Acquired in-process research and development expenses

Previous report — wording carried elsewhere

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.