Roivant Sciences Ltd. (ROIV) FY 2025 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of Roivant’s financial condition and results of operations should be read in conjunction with Roivant’s consolidated financial
statements and notes to those statements included elsewhere in this Annual Report on 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 Annual Report on Form
10-K. Our fiscal year ends on March 31 and our fiscal quarters end on June 30, September 30 and December 31.
Overview
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.
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Components of Results of Operations
Revenue
Revenue primarily relates to amounts earned in connection with license agreements, as well as revenue generated by subscription and service-based fees.
Cost of revenues
Our cost of revenues primarily relates to subscription and service-based revenue recognized for the use of technology developed and consists primarily of employee, hosting and third-party
data costs.
Research and development expenses
Research and development expenses consist mainly of costs incurred in connection with the discovery and development of our product candidates. Research and development expenses primarily
include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Program-specific costs, including direct third-party costs, which include expenses incurred under agreements with contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”), manufacturing costs in connection with producing materials for use in conducting nonclinical and clinical studies, the cost of consultants who assist with the development of our product candidates on a program-specific basis, investigator grants, sponsored research and any other third-party expenses directly attributable to the development of our product candidates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Unallocated internal costs, including: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | employee-related expenses, such as salaries, share-based compensation and benefits, for research and development personnel; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | other research and development related expenses that are not allocated to a specific program. |
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.
The duration, costs and timing of preclinical studies and clinical trials of our product candidates will depend on a variety of factors that include, but are not limited to, the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the scope, rate of progress, expense and results of our preclinical development activities, any future clinical trials of our product candidates and other research and development activities that we may conduct; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the number and scope of preclinical and clinical programs we decide to pursue; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the uncertainties in clinical trial design and patient enrollment or drop out or discontinuation rates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the number of doses that patients receive; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the countries in which the trials are conducted; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | our ability to secure and leverage adequate CRO support for the conduct of clinical trials; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | our ability to establish an appropriate safety and efficacy profile for our product candidates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the timing, receipt and terms of any approvals from applicable regulatory authorities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the potential additional safety monitoring or other studies requested by regulatory agencies; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | the significant and changing government regulation and regulatory guidance; |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | our ability to establish clinical and commercial manufacturing capabilities, or make arrangements with third-party manufacturers in order to ensure that we or our third-party manufacturers are able to make product candidates successfully; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | our ability to maintain a continued acceptable safety profile of our product candidates following regulatory approval of our product candidates. |
The successful development of our product candidates is highly uncertain, and we cannot reasonably estimate the costs that will be necessary to complete the remainder of the development of
our product candidates. In addition, the probability of success for our product candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability.
Acquired in-process research and development expenses
Acquired in-process research and development (“IPR&D”) expenses include consideration for the purchase of IPR&D through asset acquisitions and license agreements, as well as payments
made in connection with asset acquisitions and license agreements upon the achievement of development milestones.
Consideration for the purchase of IPR&D through asset acquisitions and license agreements may include cash upfront payments, shares and other liability instruments issued and the fair
value of future contingent consideration payments.
General and administrative expenses
General and administrative (“G&A”) expenses consist primarily of employee-related expenses, such as salaries, share-based compensation and benefits, for employees engaged in G&A
activities. G&A employees include those responsible for the identification and acquisition or in-license of new drug candidates, as well as for managing Vant operations and facilitating the use of our platform and technologies at the
Vants. G&A expenses also consist of legal and accounting fees, consulting services and other operating costs relating to corporate matters and daily operations.
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 Chief Operating Officer (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 audited financial statements for further details.
Gain on sale of Telavant net assets
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,
paid in August 2024 following 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. (“Pfizer”) owned the
remaining 25%, in each case on an as-converted basis. The $7.1 billion in closing consideration and $150 million one-time milestone payment were paid to all of Telavant’s equity holders, including holders of Telavant restricted stock units,
on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction. We recognized a gain on sale of Telavant net assets of $110.4 million for our pro rata portion of the one-time milestone
consideration during the year ended March 31, 2025 and approximately $5.3 billion for the sale of our entire equity interest in Telavant during the year ended March 31, 2024. Refer to Note 5, “Recent Transactions and Developments” of our
audited financial statements for further information regarding the Roche Transaction.
Change in fair value of investments
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.
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Change in fair value of liability instruments
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 and warrant liabilities, prior to their redemption, issued in connection with our business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose
acquisition company. Refer to Note 13, “Earn-Out Shares, Public Warrants and Private Placement Warrants” of our audited financial statements for further information regarding the redemption of our warrants.
Gain on deconsolidation of subsidiaries
Gain on deconsolidation of subsidiaries resulted from the determination that we no longer had a controlling financial interest in certain subsidiaries.
Interest income
Interest income consists of interest earned on our cash equivalents and marketable securities.
Income tax expense
Income tax expense is recorded for the jurisdictions in which we do business. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that our deferred tax assets will be realizable. When uncertain tax positions exist, we recognize the tax benefit of tax
positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position and consideration of
the available facts and circumstances.
Income (loss) from discontinued operations, net of tax
Income (loss) from discontinued operations, net of tax consists of the gain on sale of subsidiary interests for the year ended March 31, 2025 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 through closing of the Dermavant Transaction (as defined below). 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, pursuant to which Organon agreed to acquire Dermavant (the “Dermavant Transaction”). The Dermavant Transaction was completed in October 2024.
For the year ended March 31, 2023, loss from discontinued operations, net of tax also includes the gain on sale of common shares of Myovant Sciences Ltd. (“Myovant”) as a result of Sumitovant
Biopharma Ltd.’s (“Sumitovant”) acquisition of the remaining noncontrolling interest in Myovant in March 2023. We were entitled to these shares of Myovant pursuant to the December 2019 transaction with Sumitomo Pharma Co., Ltd. (the “Sumitomo
Transaction”) that included, among other things, the transfer of our ownership interest in five Vants to Sumitovant. The Sumitomo Transaction was presented as discontinued operations during the year ending March 31, 2020, and the right to
receive certain common shares of Myovant was treated as a contingent consideration upon a sale of the business and accounted for as a gain contingency.
Refer to Note 6, “Discontinued Operations” of our audited financial statements for further information.
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests consists of the portion of net loss of those consolidated entities that is not allocated to us. We record net loss attributable to
noncontrolling interests equal to the noncontrolling interest’s proportionate share of the respective operations.
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Results of Operations
Comparison of the years ended March 31, 2025, 2024 and 2023
The following table sets forth our results of operations for the years ended March 31, 2025, 2024 and 2023:
| Years Ended March 31, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Revenue | $ | 29,053 | $ | 32,713 | $ | 31,530 | $ | (3,660 | ) | $ | 1,183 | |||||||||
| Operating expenses: | ||||||||||||||||||||
| Cost of revenues | 911 | 1,599 | 3,034 | (688 | ) | (1,435 | ) | |||||||||||||
| Research and development | 550,413 | 439,909 | 454,062 | 110,504 | (14,153 | ) | ||||||||||||||
| Acquired in-process research and development | — | 26,450 | 97,749 | (26,450 | ) | (71,299 | ) | |||||||||||||
| General and administrative | 591,410 | 416,133 | 383,448 | 175,277 | 32,685 | |||||||||||||||
| Total operating expenses | 1,142,734 | 884,091 | 938,293 | 258,643 | (54,202 | ) | ||||||||||||||
| Gain on sale of Telavant net assets | 110,387 | 5,348,410 | — | (5,238,023 | ) | 5,348,410 | ||||||||||||||
| (Loss) income from operations | (1,003,294 | ) | 4,497,032 | (906,763 | ) | (5,500,326 | ) | 5,403,795 | ||||||||||||
| Change in fair value of investments | (55,186 | ) | 47,973 | 20,815 | (103,159 | ) | 27,158 | |||||||||||||
| Change in fair value of liability instruments | (15,756 | ) | 46,838 | 18,386 | (62,594 | ) | 28,452 | |||||||||||||
| Gain on deconsolidation of subsidiaries | (3,108 | ) | (32,772 | ) | (29,276 | ) | 29,664 | (3,496 | ) | |||||||||||
| Interest income | (258,375 | ) | (146,425 | ) | (32,184 | ) | (111,950 | ) | (114,241 | ) | ||||||||||
| Other expense, net | 10,721 | 13,562 | 486 | (2,841 | ) | 13,076 | ||||||||||||||
| (Loss) income from continuing operations before income taxes | (681,590 | ) | 4,567,856 | (884,990 | ) | (5,249,446 | ) | 5,452,846 | ||||||||||||
| Income tax expense | 48,174 | 21,503 | 4,082 | 26,671 | 17,421 | |||||||||||||||
| (Loss) income from continuing operations, net of tax | (729,764 | ) | 4,546,353 | (889,072 | ) | (5,276,117 | ) | 5,435,425 | ||||||||||||
| Income (loss) from discontinued operations, net of tax | 373,030 | (315,147 | ) | (226,391 | ) | 688,177 | (88,756 | ) | ||||||||||||
| Net (loss) income | (356,734 | ) | 4,231,206 | (1,115,463 | ) | (4,587,940 | ) | 5,346,669 | ||||||||||||
| Net loss attributable to noncontrolling interests | (184,753 | ) | (117,720 | ) | (106,433 | ) | (67,033 | ) | (11,287 | ) | ||||||||||
| Net (loss) income attributable to Roivant Sciences Ltd. | $ | (171,981 | ) | $ | 4,348,926 | $ | (1,009,030 | ) | $ | (4,520,907 | ) | $ | 5,357,956 |
Variance analysis for years ended March 31, 2025, 2024 and 2023
Revenue
| Years Ended March 31, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| Revenue | $ | 29,053 | $ | 32,713 | $ | 31,530 | $ | (3,660 | ) | $ | 1,183 |
Revenue decreased by $3.7 million to $29.1 million for the year ended March 31, 2025, compared to $32.7 million for the year ended March 31, 2024. Revenue increased by $1.2 million to $32.7
million for the year ended March 31, 2024, compared to $31.5 million for the year ended March 31, 2023. During the years ended March 31, 2025, 2024, and 2023, revenue was primarily driven by amounts earned in connection with license
agreements at Genevant.
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Research and development expenses
For the years ended March 31, 2025, 2024 and 2023, our research
and development expenses consisted of the following:
| Years Ended March 31, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024(1) | 2023(1) | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Program-specific costs: | ||||||||||||||||||||
| Anti-FcRn franchise—neurological diseases | $ | 93,224 | $ | 41,060 | $ | 52,100 | $ | 52,164 | $ | (11,040 | ) | |||||||||
| Anti-FcRn franchise—endocrine diseases | 63,073 | 33,205 | 26,377 | 29,868 | 6,828 | |||||||||||||||
| Anti-FcRn franchise—rheumatology diseases | 23,897 | — | — | 23,897 | — | |||||||||||||||
| Anti-FcRn franchise—dermatology diseases | 15,633 | — | — | 15,633 | — | |||||||||||||||
| Anti-FcRn franchise—other clinical and nonclinical | 9,327 | 39,811 | 5,553 | (30,484 | ) | 34,258 | ||||||||||||||
| Brepocitinib | 45,125 | 38,563 | 38,627 | 6,562 | (64 | ) | ||||||||||||||
| Mosliciguat | 19,746 | 4,307 | — | 15,439 | 4,307 | |||||||||||||||
| Namilumab(2) | 12,744 | 13,236 | 11,757 | (492 | ) | 1,479 | ||||||||||||||
| RVT-2001(2) | 1,916 | 10,132 | 16,075 | (8,216 | ) | (5,943 | ) | |||||||||||||
| RVT-3101 | — | 35,129 | 7,559 | (35,129 | ) | 27,570 | ||||||||||||||
| Other development and discovery programs | 43,069 | 33,773 | 124,502 | 9,296 | (90,729 | ) | ||||||||||||||
| Total program-specific costs | 327,754 | 249,216 | 282,550 | 78,538 | (33,334 | ) | ||||||||||||||
| Unallocated internal costs: | ||||||||||||||||||||
| Share-based compensation | 39,780 | 32,400 | 28,669 | 7,380 | 3,731 | |||||||||||||||
| Personnel-related expenses | 146,162 | 123,283 | 118,523 | 22,879 | 4,760 | |||||||||||||||
| Other expenses | 36,717 | 35,010 | 24,320 | 1,707 | 10,690 | |||||||||||||||
| Total research and development expenses | $ | 550,413 | $ | 439,909 | $ | 454,062 | $ | 110,504 | $ | (14,153 | ) |
(1) Certain prior period amounts have been reclassified to conform to current period presentation.
(2) Reflects a discontinued program.
Research and development expenses increased by $110.5 million to $550.4 million for the year ended March 31, 2025, compared to $439.9 million for the year ended March 31, 2024, primarily due
to increases in program-specific costs of $78.5 million, personnel-related expenses of $22.9 million, share-based compensation of $7.4 million and other expenses of $1.7 million.
The increase of $78.5 million in program-specific costs was primarily driven by increases of $91.1 million related to the anti-FcRn franchise, reflecting the progression of our programs, and
$15.4 million related to mosliciguat, which was acquired during the year ended March 31, 2024. 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.
The increase of $22.9 million in personnel-related expenses was primarily driven by higher personnel-related expenses at Immunovant as a result of higher headcount and enhancement of
capabilities to support Immunovant’s strategic objectives as clinical activities progress. Included in personnel-related expenses is a special one-time cash retention bonus award granted to employees in December 2023 (the “Cash Bonus
Program”). During the years ended March 31, 2025 and 2024, we recognized additional research and development expense of $5.8 million and $9.9 million, respectively, relating to the Cash Bonus Program. The remaining research and development
expense of $0.9 million as of March 31, 2025 will be recognized over the applicable service period of the award.
Research and development expenses decreased by $14.2 million to $439.9 million for the year ended March 31, 2024, compared to $454.1 million for the year ended March 31, 2023, primarily due
to a decrease in program-specific costs of $33.3 million, partially offset by increases in other expenses of $10.7 million, personnel-related expenses of $4.8 million, and share-based compensation of $3.7 million.
The decrease of $33.3 million in program-specific costs was primarily driven by a decrease of $90.7 million in other development and discovery program expense, which in part resulted from the
deconsolidation of Proteovant Sciences, Inc. (“Proteovant”) in August 2023 along with the reprioritization of certain programs and drug discovery efforts. This decrease was partially offset by increases of $27.6 million relating to RVT-3101
and $30.0 million relating to the anti-FcRn franchise. RVT-3101 was acquired in November 2022, and the rights to further develop and manufacture RVT-3101 were sold to Roche in December 2023.
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Acquired in-process research and development expenses
| Years Ended March 31, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Acquired in-process research and development expenses | $ | — | $ | 26,450 | $ | 97,749 | $ | (26,450 | ) | $ | (71,299 | ) |
There were no acquired in-process research and development expenses for the year ended March 31, 2025.
Acquired in-process research and development expenses decreased by $71.3 million to $26.5 million for the year ended March 31, 2024, compared to $97.7 million for the year ended March 31,
2023. The decrease was primarily due to higher consideration for the purchase of IPR&D during the year ended March 31, 2023 as a result of consideration for the purchase of IPR&D of $87.7 million relating to the acquisition of
RVT-3101 in November 2022 and the achievement of a development milestone relating to batoclimab, which resulted in a one-time milestone expense of $10.0 million. Acquired in-process research and development expenses for the year ended March
31, 2024 was driven by $14.0 million of consideration for the purchase of IPR&D relating to the asset acquisition of mosliciguat completed by our subsidiary, Pulmovant, Inc. (“Pulmovant”) and $12.5 million relating to the achievement of
development and regulatory milestones for batoclimab.
General and administrative expenses
| Years Ended March 31, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| General and administrative expenses | $ | 591,410 | $ | 416,133 | $ | 383,448 | $ | 175,277 | $ | 32,685 |
General and administrative expenses increased by $175.3 million to $591.4 million for the year ended March 31, 2025, compared to $416.1
million for the year ended March 31, 2024. This increase was primarily due to increases in share-based compensation expense of $84.6 million and personnel-related expenses of $79.6 million, largely as a result of long-term equity and
one-time cash retention awards from the 2024 Senior Executive Compensation Program. Refer to Note 9, “Share-Based Compensation and Other Compensation Plans” of our audited financial statements for further information.
General and administrative expenses increased by $32.7 million to $416.1 million for the year ended March 31, 2024, compared to $383.4 million for the year ended March 31, 2023. This increase
was primarily due to an increase in personnel-related expenses of $27.0 million, which largely resulted from the Cash Bonus Program, and an increase in professional fees of $19.6 million. These increases were partially offset by a decrease in
share-based compensation expense of $20.1 million.
A summary of general and administrative expense relating to the Cash Bonus Program and 2024 Senior Executive Compensation Program is as follows (in thousands):
| Years Ended March 31, | Remaining Expense as of March 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||||
| Cash Bonus Program | $ | 21,209 | $ | 35,628 | $ | 4,913 | |||||
| 2024 Senior Executive Compensation Program: | |||||||||||
| Cash awards | 86,421 | — | 7,319 | ||||||||
| Performance restricted stock units | 82,186 | — | 196,023 | ||||||||
| Restricted stock units | 6,410 | — | 45,380 | ||||||||
| Stock options | 640 | — | 2,293 | ||||||||
| Total | $ | 196,866 | $ | 35,628 | $ | 255,928 |
Gain on sale of Telavant net assets
| Years Ended March 31, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| Gain on sale of Telavant net assets | $ | 110,387 | $ | 5,348,410 | $ | — | $ | (5,238,023 | ) | $ | 5,348,410 |
Gain on sale of Telavant net assets decreased by $5.2 billion to $110.4 million for the year ended March 31, 2025, compared
to $5.3 billion for the year ended March 31, 2024. The gain for the year ended March 31, 2025 resulted from the achievement of a one-time milestone in June 2024. The gain for the year ended March 31, 2024 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 audited financial statements for further information.
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Change in fair value of investments
| Years Ended March 31, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| Change in fair value of investments | $ | (55,186 | ) | $ | 47,973 | $ | 20,815 | $ | (103,159 | ) | $ | 27,158 |
Change in fair value of investments was an unrealized gain of $55.2 million and an unrealized loss of $48.0 million for the years ended March 31, 2025 and 2024, respectively. The change of
$103.2 million was primarily driven by changes in the public share prices of Arbutus and in the fair value of our investment in Datavant. Refer to Note 4, “Equity Method Investments” of our audited financial statements for further
information.
Change in fair value of investments were unrealized losses of $48.0 million and $20.8 million for the years ended March 31, 2024 and 2023, respectively. The change of $27.2 million was
primarily driven by changes in the public share prices of our equity investments, including Arbutus, as well as the change in fair value of our investment in Datavant.
Change in fair value of liability instruments
| Years Ended March 31, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| Change in fair value of liability instruments | $ | (15,756 | ) | $ | 46,838 | $ | 18,386 | $ | (62,594 | ) | $ | 28,452 |
Change in fair value of liability instruments was a gain of $15.8 million, a loss of $46.8 million, and a loss of $18.4 million for the years ended March 31, 2025, 2024 and 2023,
respectively. Change in fair value of liability instruments for the year ended March 31, 2025 primarily consisted of a gain relating to the earn-out share liabilities issued as part of the Business Combination. Change in fair value of
liability instruments for the years ended March 31, 2024 and 2023 primarily consisted of losses relating to the warrant and earn-out share liabilities issued as part of the Business Combination. Refer to Note 13, “Earn-Out Shares, Public
Warrants and Private Placement Warrants” of our audited financial statements for further information.
Gain on deconsolidation of subsidiaries
| Years Ended March 31, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Gain on deconsolidation of subsidiaries | $ | (3,108 | ) | $ | (32,772 | ) | $ | (29,276 | ) | $ | 29,664 | $ | (3,496 | ) |
Gain on deconsolidation of subsidiaries was $3.1 million, $32.8 million, and $29.3 million for the years ended March 31, 2025, 2024 and 2023, respectively. The gain for the year ended March
31, 2025 resulted from the deconsolidation of a subsidiary in March 2025. The gain for the year ended March 31, 2024 resulted from the deconsolidation of certain subsidiaries, including VantAI Holdings, Inc. in July 2023 and Proteovant in
August 2023. The gain for the year ended March 31, 2023 resulted from the deconsolidation of certain subsidiaries in November 2022 and July 2022.
Interest income
| Years Ended March 31, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Interest income | $ | (258,375 | ) | $ | (146,425 | ) | $ | (32,184 | ) | $ | (111,950 | ) | $ | (114,241 | ) |
Interest income increased by $112.0 million to $258.4 million for the year ended March 31, 2025, compared to $146.4 million for the year ended March 31, 2024. This increase is primarily due
to higher cash balances in our interest-bearing cash accounts.
Interest income increased by $114.2 million to $146.4 million for the year ended March 31, 2024, compared to $32.2 million for the year ended March 31, 2023. This increase is primarily due to
higher cash balances in our interest-bearing cash accounts as well as higher interest rates.
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Income tax expense
| Years Ended March 31, | Change | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||||
| Income tax expense | $ | 48,174 | $ | 21,503 | $ | 4,082 | $ | 26,671 | $ | 17,421 |
Income tax expense increased by $26.7 million to $48.2 million for the year ended March 31, 2025, compared to $21.5 million for the year ended March 31, 2024. Income tax expense increased by
$17.4 million to $21.5 million for the year ended March 31, 2024, compared to $4.1 million for the year ended March 31, 2023. The increases were primarily due to our fluctuating earnings by legal entity in various jurisdictions over the
periods. As disclosed, the tax expense for the year ended March 31, 2024 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.
Income (loss) from discontinued operations, net of tax
| Years Ended March 31, | Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | 373,030 | $ | (315,147 | ) | $ | (226,391 | ) | $ | 688,177 | $ | (88,756 | ) |
Income from discontinued operations, net of tax was $373.0 million for the year ended March 31, 2025 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. Loss from discontinued operations, net of tax was $315.1 million for the year ended March 31, 2024 and
represents the financial results of Dermavant. Loss from discontinued operations, net of tax was $226.4 million for the year ended March 31, 2023 and represents the financial results of Dermavant, partially offset by the gain on sale of
common shares of Myovant after Sumitovant’s acquisition of the remaining noncontrolling interest in Myovant in March 2023. Refer to Note 6, “Discontinued Operations” of our audited financial statements for additional information.
Liquidity and Capital Resources
For the years ended March 31, 2025, 2024 and 2023, we had a net loss from continuing operations of $729.8 million, net income from continuing operations of approximately $4.5 billion and a
net loss from continuing operations of $889.1 million, respectively. As of March 31, 2025, we had cash, cash equivalents and marketable securities of approximately $4.9 billion and retained earnings of $116.1 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 I, Item 1A. of this Annual Report on Form 10-K. 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.
Our short-term and long-term liquidity requirements as of March 31, 2025 included:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | obligations under our leases (see Note 11, “Leases” of our audited financial statements); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | certain commitments to Samsung Biologics Co., Ltd. (“Samsung”) pursuant to a Product Service Agreement (“PSA”) entered into between Immunovant and Samsung pursuant to which Samsung will manufacture and supply Immunovant with batoclimab drug substance for commercial sale, if approved, and perform other manufacturing-related services with respect to batoclimab. Upon execution of the PSA, Immunovant committed to purchase process performance qualification batches of batoclimab and pre-approval inspection batches of batoclimab which may be used for regulatory submissions and, pending regulatory approval, commercial sale. In addition, Immunovant has a minimum obligation to purchase additional batches of batoclimab in the four-year period of 2026 through 2029. As of March 31, 2025, the remaining minimum purchase commitment related to this agreement was estimated to be approximately $43.6 million, of which $5.5 million, $10.1 million, $14.0 million and $14.0 million is expected to be paid during the fiscal years ending March 31, 2026, 2028, 2029 and 2030, respectively. |
The above purchase commitments do not represent all of our anticipated purchases, but instead represent only the contractually obligated minimum purchases or firm commitments of
non-cancelable minimum amounts.
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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 our 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.
Potential material future milestone payments as of March 31, 2025 pursuant to certain key asset acquisition and license agreements are as follows:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Anti-FcRn franchise (Immunovant): up to a maximum of $420.0 million to HanAll upon the achievement of certain regulatory and sales milestone events. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Brepocitinib (Priovant Therapeutics, Inc.): mid tens-of-millions sales milestone payment to Pfizer if aggregate net sales in a given year exceed a mid-hundreds-of-millions amount. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Mosliciguat (Pulmovant): up to a maximum of $280.0 million to Bayer upon the achievement of certain development, regulatory and commercial milestone events. |
Royalties are also due on net sales pursuant to these agreements. We have further commitments not reflected above relating to other asset acquisition and license agreements entered and 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.
Additionally, we enter into agreements with contract service providers to assist in the performance of our research and development activities. Expenditures to contract research organizations
and contract manufacturing organizations represent significant costs in the clinical development of our product candidates. Subject to required notice periods and certain obligations under binding purchase orders, we can elect to discontinue
the work under these agreements at any time. We expect to enter into additional collaborative research, contract research, manufacturing and supplier agreements in the future, which may require upfront payments and long-term commitments of
capital resources.
Our board of directors has 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 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 year ended March 31, 2025 for an aggregate
purchase price of approximately $644.8 million and together with the Sumitomo repurchase, approximately $1.3 billion of the $1.5 billion approved by our board of directors.
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, including the following completed during the years ended March 31, 2025, 2024 and 2023:
RSL Equity Financing Transactions
In November 2022, we completed an underwritten primary and secondary public offering of 30,000,000 of our common shares at a price to the public of $5.00 per share. Of these common shares,
20,000,000 were sold by us and 10,000,000 were sold by certain selling shareholders. Net proceeds to us were approximately $94.7 million after deducting underwriting discounts and commissions and offering expenses. We did not receive any
proceeds from the sale of common shares by the selling shareholders in the offering.
In February 2023, we completed an underwritten public offering of 30,666,665 of our common shares (including 3,999,999 common shares issued and sold upon the full exercise of the
underwriters’ option to purchase additional shares) at a price to the public of $7.50 per share. Net proceeds to us were approximately $216.9 million after deducting underwriting discounts and commissions and offering expenses.
In September 2023, we entered into common share purchase and sale agreements with certain institutional investors, pursuant to which we sold an aggregate of 19,600,685 of our common shares at
a purchase price of $10.21 per share. Net proceeds to us were approximately $199.8 million after deducting offering expenses.
Consolidated Vant Equity Financing Transactions
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Immunovant
In October 2022, Immunovant completed an underwritten public offering of 12,500,000 shares of its common stock (including 416,667 shares of common stock purchased by us) at a price to the
public of $6.00 per share, for net proceeds to Immunovant of approximately $70.2 million after deducting underwriting discounts and commissions and offering expenses.
In October 2023, Immunovant completed an underwritten public offering of 8,475,500 shares of its common stock (including 1,526,316 shares of common stock purchased by us on the same terms as
other investors in the offering and the full exercise of the underwriters’ option to purchase 1,105,500 additional shares of common stock) at a price to the public of $38.00 per share. Concurrent with the public offering, we purchased
4,473,684 shares of Immunovant’s common stock in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, at the same price per share as investors in the public offering of $38.00 per share. The
net proceeds to Immunovant were approximately $466.7 million after deducting underwriting discounts and commissions, placement agent fees and offering expenses.
In January 2025, Immunovant entered into a share purchase agreement pursuant to which Immunovant issued 22,500,000 shares of its common stock (including 16,845,010 shares of common stock
purchased by us) at a price of $20.00 per share in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “IMVT PIPE”). The gross proceeds to Immunovant in the IMVT PIPE were approximately
$450.0 million, of which $336.9 million related to our participation.
Sale of Subsidiary Interests
Dermavant
On October 28, 2024, we completed the sale of our entire equity interest in our majority-owned subsidiary, Dermavant, to Organon.
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 (each less than or equal to $1.0 billion) with respect to the Product. 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 Dermavant 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 not expected to be significant. 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.
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.
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 audited financial statements for further information.
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Proteovant
In August 2023, we completed a transaction with SK Biopharmaceuticals Co., Ltd. (“SK Bio”), a subsidiary of SK, Inc., pursuant to which SK Bio purchased all of our shares in Proteovant in
exchange for $47.5 million.
Telavant
In December 2023, we completed the sale of our entire equity interest in our majority-owned subsidiary, Telavant, to Roche. The Roche Transaction was made pursuant to a Stock Purchase
Agreement dated October 22, 2023 among us, Telavant, Pfizer and Roche. Telavant was jointly formed by us and Pfizer in November 2022 to develop and commercialize RVT-3101, an anti-TL1A antibody in development for ulcerative colitis (“UC”) and
Crohn’s disease, in the U.S. and Japan. Prior to the Roche Transaction, we held 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer owned the remaining 25%, in each case on an as-converted
basis.
Pursuant to the Stock Purchase Agreement, 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 in December 2023, as well as a one-time milestone payment of $150 million in cash, paid in August 2024 following the initiation of a Phase 3 trial in UC. The $7.1 billion in closing consideration and $150
million one-time milestone payment were paid to all of Telavant’s equity holders, including holders of Telavant restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction.
We received an upfront payment of approximately $5.2 billion in cash as our pro rata portion of the consideration upon closing of the Roche Transaction and a one-time milestone payment of approximately $110.4 million as our pro rata portion
of the milestone payment following initiation of a Phase 3 trial in UC.
Funding Requirements
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:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | fund preclinical studies and clinical trials for our product candidates, which we are pursuing or may choose to pursue in the future; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | fund the manufacturing of drug substance and drug product of our product candidates in development; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | seek to identify, acquire, develop and commercialize additional product candidates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | invest in activities related to the discovery of novel drugs and advancement of our internal programs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | integrate acquired technologies into a comprehensive regulatory and product development strategy; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | maintain, expand and protect our intellectual property portfolio; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | hire scientific, clinical, quality control and administrative personnel; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | add operational, financial and management information systems and personnel, including personnel to support our drug development efforts; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | achieve milestones under our agreements with third parties that will require us to make substantial payments to those parties; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | seek regulatory approvals for any product candidates that successfully complete clinical trials; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | build out our sales, marketing and distribution infrastructure and scale up external manufacturing capabilities to commercialize any drug candidates for which we may obtain regulatory approval; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | operate as a public company. |
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While we do not have a need for additional capital to continue our operations as a result of our current cash position, we may in the future require additional capital to fund our operations,
pursue business opportunities or strategic transactions or to 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.
While we do not have a near-term need for additional capital as a result of our current cash 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, scale back marketing efforts for our product candidates 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.
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 acquisitions, divestitures and other strategic transactions.” for more information.
Cash Flows
The following table sets forth a summary of our cash flows for the years ended March 31, 2025, 2024 and 2023:
| Years Ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| (in thousands) | ||||||||||||
| Net cash used in operating activities | $ | (839,451 | ) | $ | (765,268 | ) | $ | (843,393 | ) | |||
| Net cash (used in) provided by investing activities | $ | (1,766,291 | ) | $ | 5,203,623 | $ | (44,269 | ) | ||||
| Net cash (used in) provided by financing activities | $ | (1,219,794 | ) | $ | 419,364 | $ | 499,462 |
Operating Activities
Cash flow from operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Cash flow from operating
activities is derived from adjusting our net loss for non-cash items and changes in working capital.
For the year ended March 31, 2025, cash used in operating activities increased by $74.2 million to $839.5 million compared to $765.3 million for the year ended March 31, 2024, largely
reflecting greater cash requirements to advance our research and development programs during the year ended March 31, 2025.
For the year ended March 31, 2024, cash used in operating activities decreased by $78.1 million to $765.3 million compared to $843.4 million for the year ended March 31, 2023 due to greater
cash requirements to fund operations during the year ended March 31, 2023.
Investing Activities
For the year ended March 31, 2025, cash flow from investing activities changed by approximately $7.0 billion to net cash used in investing activities of approximately $1.8 billion for the
year ended March 31, 2025 from net cash provided by investing activities of $5.2 billion for the year ended March 31, 2024. This change in cash flow is primarily due to purchases of marketable securities, partially offset by maturities,
during the year ended March 31, 2025 and the proceeds received upon closing of the Roche Transaction during the year ended March 31, 2024.
For the year ended March 31, 2024, cash flow from investing activities changed by $5.2 billion to net cash provided by investing activities of $5.2 billion from net cash used in investing
activities of $44.3 million for the year ended March 31, 2023. This change in cash flow from investing activities is primarily due to proceeds received upon closing of the Roche Transaction during the year ended March 31, 2024.
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Financing Activities
For the year ended March 31, 2025, cash flow from financing activities changed by approximately $1.6 billion to net cash used in financing activities of $1.2 billion for the year ended March
31, 2025 from net cash provided by financing activities of $419.4 million for the year ended March 31, 2024. During the year ended March 31, 2025, net cash used in financing activities was primarily driven by the repurchase of approximately
$1.3 billion of our common shares, partially offset by the issuance of common shares of our majority-owned subsidiary Immunovant. During the year ended March 31, 2024, 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.
For the year ended March 31, 2024, cash provided by financing activities decreased by $80.1 million to $419.4 million compared to $499.5 million for the year ended March 31, 2023. During the
year ended March 31, 2024, 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 with
certain institutional investors. During the year ended March 31, 2023, proceeds were generated by funding pursuant to the terms of the RIPSA following the approval of VTAMA by the FDA in May 2022 as well as net proceeds from the issuance of
our common shares and the common shares of our majority-owned subsidiary Immunovant.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”). The preparation of these 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 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.
We define our critical accounting policies as those under U.S. GAAP that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a
material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles.
While our significant accounting policies are described in more detail in Note 2, “Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in
this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Accrued Research and Development Expenses, Including Clinical Trial Accruals
As part of the process of preparing our consolidated financial statements, we are required to estimate our accrued research and development expenses. We record accruals for estimated costs of
research and development activities, including preclinical studies, clinical trials and contract manufacturing, conducted by third-party service providers. Our process for determining such estimates includes reviewing open contracts, vendor
agreements and purchase orders; communicating with our internal personnel and external service providers to understand the progress or stage of completion of services performed on our behalf; and estimating the associated costs for these
services when we have not yet been invoiced. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time.
We recognize expenses related to clinical trials based on our estimates of the services received and efforts expended pursuant to contracts with multiple CROs that conduct and manage clinical
trials on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract. This may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the
level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on various factors, including the successful enrollment of patients and the completion of clinical trial milestones.
The majority of our service providers invoice us in arrears based on a pre-determined schedule or when contractual milestones are met. In making these estimates, we consider various factors, including status and timing of services performed,
the number of patients enrolled and the rate of patient enrollment. If the actual timing of the performance of services or the level of effort varies from our estimate, the accrual or prepaid expense is adjusted accordingly.
Other examples of estimated accrued research and development expenses include fees paid to:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| a. | investigative sites in connection with clinical trials; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| b. | vendors in connection with preclinical and clinical development activities; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| c. | CMOs in connection with the production of product and clinical trial materials. |
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Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of
services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, we have not experienced significant changes in our estimates of accrued research and development expenses after a
reporting period.
Valuation of Investment in Datavant
We hold an equity method investment in Datavant, which is a privately-held company. We do not consolidate Datavant as we do not have a controlling financial interest. Our investment in
Datavant is subject to the equity method of accounting, and we have elected the fair value option to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. We have engaged
an independent valuation specialist to determine the fair value as of each reporting date.
The fair value of our investment in Datavant uses significant unobservable inputs and is therefore classified as a Level 3 financial
instrument. The estimate of fair value for this investment was determined using the income approach, market approach and implementation of the option pricing method (“OPM”). The income approach is based on the future expected cash flows,
which are derived from certain assumptions attributable to Datavant including estimates of revenue growth rate, earnings before interest, taxes, depreciation and amortization and terminal growth rate. These expected cash flows are then
discounted to their present value using a discount rate that reflects the risk and time value of money. The market approach estimates value by using valuation multiples derived from the stock prices of comparable publicly traded companies
to determine the company’s equity value. The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation
preferences, participation rights, dividend policy and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 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 amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. These
amendments should be applied retrospectively to all prior periods presented in the financial statements. Beginning with this Annual Report on Form 10-K, we adopted this standard which resulted in incremental segment disclosures. Refer to Note
16, “Segment Information” for disclosure of the information required under ASU 2023-07.
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