Roivant Sciences Ltd. — Director's Dealing 2020

Sep 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Immunovant, Inc. (IMVT)
CIK: 0001764013
Period of Report: 2020-09-17

Reporting Person: Roivant Sciences Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-17	Common Stock, $0.0001 par value per share	J	8773969	—	Acquired	56367388	Direct

Footnotes

F1: On December 18, 2019 (the "Closing Date"), Immunovant Sciences Ltd. ("ISL") and Health Sciences Acquisition Corporation ("HSAC") closed the transactions contemplated by a Share Exchange Agreement, dated as of September 29, 2019 (the "Agreement"), pursuant to which HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for shares of common stock of HSAC ("Common Stock"), and ISL became a wholly owned subsidiary of HSAC (the "Transaction"). At closing of the Transaction, HSAC changed its name to Immunovant, Inc. (the "Company").

F2: Pursuant to the terms of the Agreement and as part of the Transaction, Roivant received, among other consideration, certain rights to receive additional shares of Common Stock upon the achievement of certain milestones, as described in the Agreement (the "Earnout Rights"), including 8,773,969 shares of Common Stock if the volume weighted average sale price of the Common Stock equaled or exceeded $31.50 for any 20 trading days within a 30-day trading period during the period starting on the Closing Date and ending on March 31, 2025 (the "Milestone"). On September 17, 2020, the Milestone was achieved and Roivant became entitled to receive 8,773,969 shares of Common Stock as additional consideration for the Transaction and without the need for any additional consideration. Roivant's Earnout Rights became fixed and irrevocable on the Closing Date.