Immunovant, Inc. — Regulatory Filings 2020

Aug 21, 2020

424B3 1 d57783d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-235975

PROSPECTUS SUPPLEMENT NO. 3

(to Prospectus dated April 9, 2020)

11,389,969 Shares of Common Stock

This prospectus supplement supplements the prospectus, dated April 9, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-235975). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the prospectus (the “selling stockholders”) of up to 11,389,969 shares of our common stock, par value $0.0001 per share, consisting of: (i) up to 5,160,409 shares of common stock issued pursuant to that certain Share Exchange Agreement, dated as of September 29, 2019 (the “Share Exchange Agreement”), by and among Immunovant, Inc. (formerly Health Sciences Acquisitions Corporation), a Delaware corporation, Immunovant Sciences Ltd. (“ISL”), a Bermuda exempted limited company, the stockholders of ISL and Roivant Sciences Ltd., a Bermuda exempted limited company, as representative of such stockholders; (ii) up to 2,452,062 additional shares of common stock issuable pursuant to the Share Exchange Agreement upon the satisfaction of certain conditions (as described in the Prospectus, of which 1,226,031 shares were issued in May 2020); (iii) up to 2,875,000 shares of common stock held by Health Sciences Holdings, LLC; and (iv) up to 902,498 shares of common stock purchased by RTW Master Fund Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited in open market transactions. The Prospectus also related to the offer and sale of up to 5,750,000 shares of common stock that were issuable upon the exercise of our previously outstanding warrants, all of which have been exercised or redeemed.

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IMVT.” On August 20, 2020, the last reported sale price of our common stock on Nasdaq was $32.15 per share.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our other filings with the Securities and Exchange Commission.

Investing in our securities involves risks. See “ Risk Factors ” beginning on page 7 of the Prospectus.

Neither the Securities and Exchange Commission in the United States nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated August 21, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2020

Immunovant, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38906	83-2771572
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	IMVT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 19, 2020, Immunovant, Inc., or Immunovant, held its Annual Meeting of Stockholders, or the Annual Meeting. At the Annual Meeting, Immunovant’s stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in Immunovant’s Proxy Statement filed with the Securities and Exchange Commission on July 9, 2020.

Proposal 1 – Election of Directors

Peter Salzmann, M.D., M.B.A., Andrew Fromkin and George Migausky were each elected to serve as a director of Immunovant’s Board of Directors until the 2021 Annual Meeting of Stockholders and until his successor is duly elected or until his earlier resignation or removal, by the following votes:

Nominee — Peter Salzmann, M.D., M.B.A.	62,768,934	169,293	5,803,358
Andrew Fromkin	62,768,934	169,293	5,803,358
George Migausky	62,768,934	169,293	5,803,358

Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of Ernst & Young LLP as Immunovant’s independent registered public accounting firm for the year ending March 31, 2021, by the following votes:

Votes For	Votes Against	Votes Abstain
68,564,125	0	177,460

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IMMUNOVANT, INC.
By:	/s/ Pamela Yanchik Connealy
	Pamela Yanchik Connealy
	Chief Financial Officer

Date: August 21, 2020