Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | Roivant Sciences Ltd. | |
Entity Central Index Key | 0001635088 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-40782 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1173944 | |
Entity Address, Address Line One | Suite 1, 3rd Floor | |
Entity Address, Address Line Two | 11-12 St. James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
Country Region | +44 | |
City Area Code | 207 | |
Local Phone Number | 400 3347 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, Country | GB | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 684,789,169 | |
Warrant [Member] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one Common Share at an exercise price of $11.50 per share | |
Trading Symbol | ROIVW | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Shares, $0.0000000341740141 per share | |
Trading Symbol | ROIV | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 2,497,330 | $ 2,055,044 | |
Restricted cash | 2,861 | 77,701 | |
Other current assets | 55,563 | 54,250 | |
Total current assets | 2,555,754 | 2,186,995 | |
Property and equipment, net | 16,904 | 14,749 | |
Operating lease right-of-use assets | 63,198 | 62,279 | |
Restricted cash, net of current portion | 8,933 | 8,931 | |
Investments measured at fair value | 436,780 | 188,978 | |
Long-term investment | 0 | 100,563 | |
Other assets | 21,337 | 27,197 | |
Total assets | 3,102,906 | 2,589,692 | |
Current liabilities: | |||
Accounts payable | 77,158 | 20,550 | |
Accrued expenses | 104,111 | 76,936 | |
Operating lease liabilities | 11,518 | 12,313 | |
Deferred consideration liability | 100,000 | 100,000 | |
Other current liabilities | 10,657 | 9,162 | |
Total current liabilities | 303,444 | 218,961 | |
Liability instruments measured at fair value | 75,284 | 67,893 | |
Operating lease liabilities, noncurrent | 65,221 | 62,384 | |
Long-term debt (includes $168,200 and $150,100 accounted for under the fair value option at September 30, 2021 and March 31, 2021, respectively) | 199,869 | 170,280 | |
Other liabilities | 8,189 | 8,169 | |
Total liabilities | 652,007 | 527,687 | |
Commitments and contingencies (Note 12) | |||
Redeemable noncontrolling interest | 22,491 | 22,491 | |
Shareholders' equity: | |||
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 684,789,169 and 651,576,293 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively | [1] | 0 | 0 |
Additional paid-in capital | [1] | 4,245,860 | 3,814,805 |
Subscription receivable | [1] | 0 | (100,000) |
Accumulated deficit | [1] | (2,209,126) | (1,918,462) |
Accumulated other comprehensive income | [1] | 1,281 | 1,445 |
Shareholders' equity attributable to Roivant Sciences Ltd. | [1] | 2,038,015 | 1,797,788 |
Noncontrolling interests | [1] | 390,393 | 241,726 |
Total shareholders' equity | [1] | 2,428,408 | 2,039,514 |
Total liabilities, redeemable noncontrolling interest and shareholders' equity | $ 3,102,906 | $ 2,589,692 | |
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Long term debt accounted under fair value option | $ 168,200 | $ 150,100 |
Common stock, par or stated value per share | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 |
Common stock, shares issued | 684,789,169 | 651,576,293 |
Common stock, shares outstanding | 684,789,169 | 651,576,293 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Revenue, net | $ 13,987 | $ 1,323 | $ 21,722 | $ 2,899 | |||
Operating expenses: | |||||||
Cost of revenues | 6,381 | 715 | 7,123 | 895 | |||
Research and development | 254,259 | 97,409 | 332,885 | 156,143 | |||
General and administrative | 437,776 | 59,740 | 520,530 | 116,855 | |||
Total operating expenses | 698,416 | 157,864 | 860,538 | 273,893 | |||
Loss from operations | (684,429) | (156,541) | (838,816) | (270,994) | |||
Other income (expense): | |||||||
Change in fair value of investments | (32,273) | (84,297) | (23,654) | (125,445) | |||
Gain on sale of investment | (443,754) | 0 | (443,754) | 0 | |||
Change in fair value of debt and liability instruments | 13,145 | 10,148 | 17,730 | 27,273 | |||
Gain on termination of Sumitomo Options | 0 | 0 | (66,472) | 0 | |||
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | 0 | (28,848) | 0 | (115,364) | |||
Other expense (income), net | 3,692 | (757) | 3,558 | 2,085 | |||
Loss before income taxes | (225,239) | (52,787) | (326,224) | (59,543) | |||
Income tax expense | 401 | 711 | 494 | 1,932 | |||
Net loss | (225,640) | [1] | (53,498) | [1] | (326,718) | (61,475) | |
Net loss attributable to noncontrolling interests | (17,159) | (18,100) | (36,054) | (22,834) | |||
Net loss attributable to Roivant Sciences Ltd. | $ (208,481) | $ (35,398) | $ (290,664) | $ (38,641) | |||
Basic and diluted net (loss) income per common share: | |||||||
Net loss per common share—basic and diluted | [1] | $ (0.32) | $ (0.06) | $ (0.45) | $ (0.06) | ||
Basic and diluted weighted average shares outstanding: | |||||||
Weighted average shares outstanding—basic and diluted | [1] | 650,225,764 | 628,779,048 | 650,041,993 | 628,779,048 | ||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Statement of Stockholders' Equity [Abstract] | ||||||
Net loss | $ (225,640) | [1] | $ (53,498) | [1] | $ (326,718) | $ (61,475) |
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustment | 2,545 | (1,034) | 106 | (1,854) | ||
Total other comprehensive income (loss) | 2,545 | (1,034) | 106 | (1,854) | ||
Comprehensive loss | (223,095) | (54,532) | (326,612) | (63,329) | ||
Comprehensive loss attributable to noncontrolling interests | (17,102) | (18,066) | (35,784) | (22,766) | ||
Comprehensive loss attributable to Roivant Sciences Ltd. | $ (205,993) | $ (36,466) | $ (290,828) | $ (40,563) | ||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivables [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | ||||||||
Balance at Mar. 31, 2020 | $ 2,086,204 | [1] | $ 22,491 | $ 0 | [1] | $ 3,143,739 | [1] | $ 0 | [1] | $ (2,349) | [1] | $ (1,109,228) | [1] | $ 54,042 | [1] | |
Balance, shares at Mar. 31, 2020 | [1] | 628,779,048 | ||||||||||||||
Issuance of subsidiary common shares, net of issuance costs | [1] | 181,180 | 104,581 | 76,599 | ||||||||||||
Issuance of subsidiary common shares to the Company | [1] | 0 | (6,342) | 6,342 | ||||||||||||
Exercise of subsidiary stock options | [1] | 63 | 36 | 27 | ||||||||||||
Deconsolidation of subsidiary | [1] | (3,054) | (3,054) | |||||||||||||
Repurchase of equity awards | [1] | (113) | (113) | |||||||||||||
Cash contributions to majority-owned subsidiaries | [1] | 0 | (149) | 149 | ||||||||||||
Share-based compensation | [1] | 14,278 | 9,285 | 4,993 | ||||||||||||
Foreign currency translation adjustment | [1] | (820) | (854) | 34 | ||||||||||||
Net loss | [1] | (7,977) | (3,243) | (4,734) | ||||||||||||
Balance at Jun. 30, 2020 | 2,269,761 | [1] | 22,491 | $ 0 | [1] | 3,251,037 | [1] | 0 | [1] | (3,203) | [1] | (1,112,471) | [1] | 134,398 | [1] | |
Balance, shares at Jun. 30, 2020 | [1] | 628,779,048 | ||||||||||||||
Balance at Mar. 31, 2020 | 2,086,204 | [1] | 22,491 | $ 0 | [1] | 3,143,739 | [1] | 0 | [1] | (2,349) | [1] | (1,109,228) | [1] | 54,042 | [1] | |
Balance, shares at Mar. 31, 2020 | [1] | 628,779,048 | ||||||||||||||
Net loss | (61,475) | |||||||||||||||
Balance at Sep. 30, 2020 | 2,414,357 | [1] | 22,491 | $ 0 | [1] | 3,355,035 | [1] | 0 | [1] | (4,271) | [1] | (1,147,869) | [1] | 211,462 | [1] | |
Balance, shares at Sep. 30, 2020 | [1] | 628,779,048 | ||||||||||||||
Balance at Jun. 30, 2020 | 2,269,761 | [1] | 22,491 | $ 0 | [1] | 3,251,037 | [1] | 0 | [1] | (3,203) | [1] | (1,112,471) | [1] | 134,398 | [1] | |
Balance, shares at Jun. 30, 2020 | [1] | 628,779,048 | ||||||||||||||
Issuance of subsidiary common shares, net of issuance costs | [1] | 175,917 | 101,418 | 74,499 | ||||||||||||
Issuance of subsidiary common shares to the Company | [1] | 0 | (5,318) | 5,318 | ||||||||||||
Exercise of subsidiary stock options | [1] | 119 | 69 | 50 | ||||||||||||
Consolidation of unconsolidated entity | [1] | 9,178 | 9,178 | |||||||||||||
Cash contributions to majority-owned subsidiaries | [1] | 0 | (124) | 124 | ||||||||||||
Transfer (from) to noncontrolling interest | [1] | 0 | (255) | 255 | ||||||||||||
Share-based compensation | [1] | 13,914 | 8,208 | 5,706 | ||||||||||||
Foreign currency translation adjustment | [1] | (1,034) | (1,068) | 34 | ||||||||||||
Net loss | [1] | (53,498) | (35,398) | (18,100) | ||||||||||||
Balance at Sep. 30, 2020 | 2,414,357 | [1] | 22,491 | $ 0 | [1] | 3,355,035 | [1] | 0 | [1] | (4,271) | [1] | (1,147,869) | [1] | 211,462 | [1] | |
Balance, shares at Sep. 30, 2020 | [1] | 628,779,048 | ||||||||||||||
Balance at Mar. 31, 2021 | 2,039,514 | [1] | 22,491 | $ 0 | [1] | 3,814,805 | [1] | (100,000) | [1] | 1,445 | [1] | (1,918,462) | [1] | 241,726 | [1] | |
Balance, shares at Mar. 31, 2021 | [1] | 651,576,293 | ||||||||||||||
Issuance of subsidiary warrants | [1] | 2,075 | 2,051 | 24 | ||||||||||||
Cash contributions to majority-owned subsidiaries | [1] | 0 | (2,973) | 2,973 | ||||||||||||
Share-based compensation | [1] | 19,269 | 11,091 | 8,178 | ||||||||||||
Foreign currency translation adjustment | [1] | (2,439) | (2,652) | 213 | ||||||||||||
Net loss | [1] | (101,078) | (82,183) | (18,895) | ||||||||||||
Balance at Jun. 30, 2021 | 1,957,341 | [1] | 22,491 | $ 0 | [1] | 3,824,974 | [1] | (100,000) | [1] | (1,207) | [1] | (2,000,645) | [1] | 234,219 | [1] | |
Balance, shares at Jun. 30, 2021 | [1] | 651,576,293 | ||||||||||||||
Balance at Mar. 31, 2021 | 2,039,514 | [1] | 22,491 | $ 0 | [1] | 3,814,805 | [1] | (100,000) | [1] | 1,445 | [1] | (1,918,462) | [1] | 241,726 | [1] | |
Balance, shares at Mar. 31, 2021 | [1] | 651,576,293 | ||||||||||||||
Net loss | (326,718) | |||||||||||||||
Balance at Sep. 30, 2021 | 2,428,408 | [1] | 22,491 | $ 0 | [1] | 4,245,860 | [1] | 0 | [1] | 1,281 | [1] | (2,209,126) | [1] | 390,393 | [1] | |
Balance, shares at Sep. 30, 2021 | [1] | 684,789,169 | ||||||||||||||
Balance at Jun. 30, 2021 | 1,957,341 | [1] | 22,491 | $ 0 | [1] | 3,824,974 | [1] | (100,000) | [1] | (1,207) | [1] | (2,000,645) | [1] | 234,219 | [1] | |
Balance, shares at Jun. 30, 2021 | [1] | 651,576,293 | ||||||||||||||
Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs (in shares) | [1] | 32,372,478 | ||||||||||||||
Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs | [1] | 129,097 | 129,097 | |||||||||||||
Issuance of the Company's common shares related to settlement of transaction consideration (in shares) | [1] | 840,398 | ||||||||||||||
Issuance of the Company's common shares related to settlement of transaction consideration | [1] | 0 | ||||||||||||||
Issuance of subsidiary preferred shares | [1] | 70,000 | 70,000 | |||||||||||||
Issuance of subsidiary common and preferred shares to the Company | [1] | 0 | (52,189) | 52,189 | ||||||||||||
Payment of subscription receivable | [1] | 100,000 | (40,000) | 100,000 | 40,000 | |||||||||||
Repurchase of equity awards | [1] | (2,247) | (2,247) | |||||||||||||
Cash contributions to majority-owned subsidiaries | [1] | 0 | (2,590) | 2,590 | ||||||||||||
Share-based compensation | [1] | 397,312 | 386,568 | 10,744 | ||||||||||||
Foreign currency translation adjustment | [1] | 2,545 | 2,488 | 57 | ||||||||||||
Net loss | [1] | (225,640) | (208,481) | (17,159) | ||||||||||||
Balance at Sep. 30, 2021 | $ 2,428,408 | [1] | $ 22,491 | $ 0 | [1] | $ 4,245,860 | [1] | $ 0 | [1] | $ 1,281 | [1] | $ (2,209,126) | [1] | $ 390,393 | [1] | |
Balance, shares at Sep. 30, 2021 | [1] | 684,789,169 | ||||||||||||||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (326,718) | $ (61,475) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Acquired in-process research and development | 72,107 | 41,779 |
Share-based compensation | 416,581 | 28,192 |
Change in fair value of investments | (23,654) | (125,445) |
Gain on sale of investment | (443,754) | 0 |
Change in fair value of debt and liability instruments | 17,730 | 27,273 |
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | 0 | (115,364) |
Gain on termination of Sumitomo Options | (61,472) | 0 |
Loss from equity method investment | 0 | 3,750 |
Other | 7,274 | 5,754 |
Changes in assets and liabilities, net of effects from acquisition and divestiture: | ||
Accounts payable | 56,510 | (29) |
Accrued expenses | 18,569 | (12,912) |
Operating lease liabilities | (2,537) | (2,621) |
Other | 7,598 | 1,886 |
Net cash used in operating activities | (261,766) | (209,212) |
Cash flows from investing activities: | ||
Cash disposed upon deconsolidation of subsidiary | 0 | (19,085) |
Cash acquired upon consolidation of unconsolidated entity | 0 | 21,439 |
Investments in unconsolidated entities | 0 | (28,250) |
Proceeds from sale of investment | 320,170 | 0 |
Purchase of property and equipment | (5,100) | (1,609) |
Net cash provided by (used in) investing activities | 315,070 | (27,505) |
Cash flows from financing activities: | ||
Proceeds from Business Combination and PIPE Financing | 213,424 | 0 |
Proceeds from issuance of subsidiary common shares, net of issuance costs paid | 0 | 357,017 |
Proceeds from payment of subscription receivable | 100,000 | 0 |
Proceeds from subsidiary debt financings, net of financing costs paid | 36,400 | 0 |
Repayment of long-term debt by subsidiary | (21,590) | 0 |
Payment of offering and loan origination costs | (11,843) | 0 |
Repurchase of equity awards | (2,247) | (113) |
Proceeds from exercise of subsidiary stock options | 0 | 182 |
Net cash provided by financing activities | 314,144 | 357,086 |
Net change in cash, cash equivalents and restricted cash | 367,448 | 120,369 |
Cash, cash equivalents and restricted cash at beginning of period | 2,141,676 | 2,269,252 |
Cash, cash equivalents and restricted cash at end of period | 2,509,124 | 2,389,621 |
Non-cash investing and financing activities: | ||
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities | 4,579 | 1,716 |
Offering costs included in accounts payable and accrued expenses | 8,453 | 261 |
Other | $ 0 | $ (4,351) |
Description of Business and Liq
Description of Business and Liquidity | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Liquidity | Note 1—Description of Business and Liquidity (A) Description of Business Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”), aims to improve health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 4, “Investments” for further discussion of the Company’s investments in unconsolidated entities. On September 30, 2021, RSL completed its business combination with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, and began trading on Nasdaq under the ticket symbol “ROIV.” Refer to Note 3, “Business Combination with MAAC” for additional details. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of September 30, 2021, the Company had cash and cash equivalents of approximately $2.5 billion and its accumulated deficit was approximately $2.2 billion. For the six months ended September 30, 2021 and 2020, the Company incurred net losses of $326.7 million and $61.5 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies (A) Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2021 issued on June 30, 2021. The unaudited condensed consolidated balance sheet at March 31, 2021 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three and six months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022, for any other interim period, or for any other future year. Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of common stock ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2021 issued on June 30, 2021. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally, the Company assessed the impact that the COVID-19 COVID-19 (C) Risks and Uncertainties The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights . (D) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. (E) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest C September 30, 2021 March 31, 2021 Cash and cash equivalents $ 2,497,330 $ 2,055,044 Restricted cash 11,794 86,632 Cash, cash equivalents and restricted cash $ 2,509,124 $ 2,141,676 (F) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. (G) Investments For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense (income), net” on the condensed consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Investments in equity securities may also be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Investments.” (H) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as R&D. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. R&D costs primarily consist of the intellectual property and R&D materials acquired and expenses from third parties who conduct R&D activities on behalf of the Company. The Company evaluates in-licensed in-process in-licensed (I) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations • Level 2-Valuations • Level 3-Valuations To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of the Datavant business, (“Datavant”); liability instruments issued, including warrant and earn-out The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The shares of Datavant common stock and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 3, “Business Combination with MAAC”), are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. The Public Warrants are publicly traded and therefore are classified as Level 1 as the Public Warrants have a readily determinable fair value. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. Long-term debt issued by Dermavant for which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market. (J) Warrant Liabilities The Company classifies the Roivant Warrants (as defined in Note 3, “Business Combination with MAAC”) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations. The Company will continue to adjust the liability associated with the Roivant Warrants for changes in the fair value until the earlier of a) the exercise or expiration of the Roivant Warrants or b) the redemption of the Roivant Warrants. Issuance costs incurred that were attributable to the Roivant Warrants were expensed as incurred. (K) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): No. 2020-06”). No. 2020-06 No. 2020-06 No. 2020-06 No. 2020-06 . |
Business Combination with MAAC
Business Combination with MAAC | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination with MAAC | Note 3—Business Combination with MAAC On September 30, 2021 (the “Closing Date”), in accordance with the Business Combination Agreement, as amended (the “Business Combination Agreement”), RSL completed its previously announced business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), through the merger of RSL’s wholly-owned subsidiary, Rhine Merger Sub, Inc., with MAAC (the “Merger”), with MAAC surviving the Merger as a wholly owned subsidiary of RSL. As MAAC does not represent a business for accounting purposes and its primary asset represents cash and cash equivalents, the Business Combination was treated as an equity contribution in exchange for the issuance of RSL shares. The net assets of MAAC were stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of RSL. On the Closing Date prior to the effective time of the Merger (the “Effective Time”), RSL effected a 2.9262-for-1 In accordance with the terms of the Business Combination Agreement, at the Effective Time: a. each share of MAAC Class A common stock (the “MAAC Class A Shares”) and each share of MAAC Class B common stock (the “MAAC Class B Shares” that were outstanding immediately before the Effective Time (other than treasury shares and any shares held by Patient Square Capital LLC (the “MAAC Sponsor”), any affiliate of the MAAC Sponsor or any of MAAC’s independent directors (the “MAAC Independent Directors”) or its transferee) were automatically canceled and extinguished and converted into one common share of RSL (the “Roivant Common Share”), b. each MAAC Class B Share that was outstanding immediately before the Effective Time and held by the MAAC Sponsor, any affiliate of the MAAC Sponsor or any of the MAAC Independent Directors or its transferee were automatically canceled and extinguished and converted into a number of Roivant Common Shares based on an exchange ratio of 0.75, with a portion of such Roivant Common Shares issued to the MAAC Sponsor, any affiliate of the MAAC Sponsor, any MAAC Independent Director or its transferee by virtue of the Merger being subject to the vesting and other terms and conditions set forth in the Sponsor Support Agreement (as more fully described below), c. each warrant to purchase MAAC Class A Shares that was outstanding immediately before the Effective Time was converted automatically into a right to acquire a Roivant Common Share (a “Roivant Warrant”), at an exercise price of $11.50 per share, subject to certain adjustments. Following the Merger, the Roivant Common Shares and the Roivant Warrants began trading on the Nasdaq Global Market under the ticker symbols “ROIV” and “ROIVW,” respectively, on October 1, 2021. In connection with the Business Combination, RSL entered into subscription agreements with certain investors, whereby it issued 22,000,000 common shares at $10.00 per share for an aggregate purchase price of $220.0 million (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Business Combination. In connection with the Business Combination and PIPE Financing, the Company received $213.4 million in cash at closing (the “Closing”), net of deferred underwriting expenses and unpaid expenses incurred by MAAC in connection with the transaction. The Company incurred $24.4 million in costs directly related to the Business Combination and PIPE Financing, such as banker fees and costs associated with third-party legal, accounting and other professional services. Upon Closing, these costs, which had been capitalized on the Company’s balance sheet were recorded as a reduction of additional paid-in Earn-Out Earn-Out Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, MAAC, the MAAC Sponsor, Roivant and each of the MAAC Independent Directors, entered into the Sponsor Support Agreement, which was subsequently amended on June 9, 2021, to reflect the MAAC Independent Directors and Roivant entering into respective Lock-Up Pursuant to the Sponsor Support Agreement, among other things: a. 2,033,591 Roivant Common Shares issued to the MAAC Sponsor and 10,000 Roivant Common Shares issued to each MAAC Independent Director (collectively, the “20% Earn-Out twenty thirty b. 1,016,796 Roivant Common Shares issued to the MAAC Sponsor and 5,000 Roivant Common Shares issued to each MAAC Independent Director (collectively, the “10% Earn-Out Earn-Out “Earn-Out twenty thirty c. The remaining number of Roivant Common Shares issued to the MAAC Sponsor and each MAAC Independent Director are not subject to the vesting conditions described above (the “Retained Shares”). The Vesting Period represents the period commencing on the earlier of (a) the date on which the registration statement on Form S-1 Earn-Out Earn-Out Earn-Out The Earn-Out Earn-Out Lock-Up On May 1, 2021 and June 9, 2021, RSL, on the one hand, and the MAAC Sponsor, the MAAC Independent Directors and certain Roivant equityholders, on the other hand, entered into lock-up lock-up The lock-up thirty-six The Roivant Common Shares underlying warrants held by the MAAC Sponsor as of immediately following the Closing will be subject to a corresponding lock-up thirty-six The lock-up thirty-six Common Stock Warrants At the effective time of the Merger, 10,214,365 Roivant Warrants that were held by the MAAC Sponsor at an exercise price of $11.50 (the “Private Placement Warrants”) and 20,535,896 Roivant Warrants held by MAAC’s shareholders at an exercise price of $11.50 (the “Public Warrants”) were converted into the right to acquire Roivant Common Shares. Pursuant to the agreement governing the Roivant Warrants, the Roivant Warrants became exercisable 30 days following the completion of the Business Combination. The Roivant Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are generally identical to the Public Warrants, except that (i) the Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or salable until 30 days after the completion of the Business Combination (ii) they will not be redeemable by the Company when the price per share of Roivant Common Shares equals or exceeds $18.00, and (iii) the Private Placement Warrants may be exercised by holders on a cashless basis. If the Private Placement Warrants are held by holders other than our sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by Roivant in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Roivant Warrants meet liability classification requirements and are classified as “Liability instruments measured at fair value” on the condensed consolidated balance sheets. The Private Placement Warrants liability and Public Warrants liability are subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statement of operations. Redemption of Roivant Warrants when the price per share of Roivant Common Shares equals or exceeds $18.00. Once the Roivant Warrants become exercisable, the Company may redeem the outstanding Roivant Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Roivant Warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of common stock for any 20 trading days within a 30-trading However, in this case, the Company will not redeem the Roivant Warrants unless an effective registration statement under the Securities Act covering the Roivant Common Shares issuable upon exercise of the Roivant Warrants is effective and a current prospectus relating to those Roivant Common Shares is available throughout the 30-day Redemption of Roivant Warrants when the price per share of Roivant Common Shares equals or exceeds $10.00. Once the Roivant Warrants become exercisable, the Company may redeem the outstanding Roivant Warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per Roivant Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Roivant Warrants on a cashless basis prior to redemption and receive that number of Roivant Common Shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Roivant Common Shares; and • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. For these purposes, “fair market value” of Roivant Common Shares shall mean the volume-weighted average price of common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to warrantholders. In no event will the Roivant Warrants be exercisable in connection with this redemption feature for more than 0.361 Roivant Common Shares per Roivant Warrant (subject to adjustment). |
Investments
Investments | 6 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 4—Investments Investment in Arbutus RSL owns 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares that are mandatorily convertible into shares of Arbutus common stock on October 18, 2021 subject to conversion earlier upon a sale, merger or other transaction considered a fundamental change of control of Arbutus. The Arbutus Preferred Shares are non-voting At September 30, 2021 and March 31, 2021, the aggregate fair value of the RSL investment in Arbutus was $166.7 million and $129.4 million, respectively. During the three and six months ended September 30, 2021, the Company recognized unrealized gains on its investments in Arbutus of $48.9 million and $37.3 million, respectively, in the accompanying condensed consolidated statements of operations. During the three and six months ended September 30, 2020, the Company recognized unrealized gains on its investments in Arbutus of $50.9 million and $82.4 million, respectively, in the accompanying condensed consolidated statements of operations. The fair value of the common stock and preferred shares held by the Company was determined using the closing price of Arbutus’s common stock on September 30, 2021 and March 31, 2021 of $4.29 and $3.33, respectively. On October 18, 2021, the Arbutus Preferred Shares were converted into Arbutus common stock. See Note 16, “Subsequent Events” for additional information. Investment in Sio Following the completion of Sio’s underwritten public offering in February 2020, RSL’s ownership interest fell below 50.0%. As such, the Company no longer has a controlling financial interest in Sio. Accordingly, the Company deconsolidated Sio in February 2020. Due to the Company’s significant influence over operating and financial policies, Sio remains a related party of the Company following deconsolidation. As the Company still has the ability to exercise significant influence over the operating and financial policies of Sio, the Company has determined that its retained interest represents an equity method investment after the date of deconsolidation. Upon deconsolidation, the retained interest was recorded at fair market value based on the closing price of Sio’s common stock. The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. At September 30, 2021, RSL held 25% of Sio’s issued and outstanding common shares. At September 30, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $40.3 million and $48.5 million, respectively. During the three and six months ended September 30, 2021, the Company recognized unrealized losses on its investment in Sio of $10.4 million and $8.2 million, respectively, in the accompanying condensed consolidated statements of operations. During the three and six months ended September 30, 2020, the Company recognized unrealized gains on its investment in Sio of $33.4 million and $40.5 million, respectively, in the accompanying condensed consolidated statements of operations. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on September 30, 2021 and March 31, 2021 of $2.17 and $2.61, respectively. Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. Prior to the Datavant Merger (defined below), the Company accounted for its investment in Datavant using the measurement alternative to fair value. Under the measurement alternative, the investment is remeasured upon observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying condensed consolidated statements of operations for the six months ended September 30, 2020. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise, which resulted in an increase in the carrying value of our investment to $100.6 million. In June 2021, Datavant and Heracles Parent, L.L.C. (referred to herein as “Ciox Parent” and, after the closing of the Datavant Merger (as defined below), “Datavant”), a provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States, primarily through its wholly owned subsidiary CIOX Health, LLC, entered into a definitive agreement to merge Datavant with and into a newly formed wholly-owned subsidiary of Ciox Parent (the “Datavant Merger”). The merger closed on July 27, 2021. At closing, the Company received approximately $320 million in cash and a minority equity stake representing approximately 17% of the outstanding Class A units in Ciox Parent. Ciox Parent’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion features. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. As a result of the transaction, the Company recognized a gain on remeasurement of $443.8 million in the accompanying condensed consolidated statements of operations for the three and six months ended September 30, 2021. Following the completion of the Datavant Merger, the Company’s minority equity interest became subject to the equity method of accounting. At such time, the fair value option was elected to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. As of July 27, 2021 and September 30, 2021, the fair value of the Company’s investment was $224.1 million and $220.0 million respectively, with the Company recognizing an unrealized loss on its investment of $4.1 million for the three and six months ended September 30, 2021. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 13, “Fair Value Measurements” for more information. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $9.8 million and $ 11.1 |
Asset Acquisitions and License
Asset Acquisitions and License Agreements | 6 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Asset Acquisitions and License Agreements | Note 5—Asset Acquisitions and License Agreements In September 2021, a newly-formed subsidiary in-licensed in-process in-process A |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement | 6 Months Ended |
Sep. 30, 2021 | |
Transaction Agreement [Abstract] | |
Sumitomo Transaction Agreement | Note 6—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) completed the transactions contemplated by the transaction agreement by and between RSL and Sumitomo, dated as of October 31, 2019 (the “Sumitomo Transaction Agreement”). Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant Sciences Ltd., Urovant Sciences Ltd., Enzyvant Therapeutics Ltd., Altavant Sciences Ltd. and Spirovant Sciences Ltd. (collectively, the “Sumitovant Vants”) to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant Sciences Ltd. (“Genevant”), Lysovant Sciences Ltd., Metavant Sciences Ltd., Roivant Asia Cell Therapy Holdings Ltd., and Sinovant Sciences HK Limited (collectively, the “Option Vants”)), (ii) (a) transferred the proprietary technology platform DrugOme to Sumitomo (for which RSL retains a perpetual royalty free license for internal use) and (b) licensed the Digital Innovation technology platform to Sumitomo (for which both parties retain ongoing access), and (iii) transferred 26,952,143 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash. Additionally, $75.0 million was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. The full escrow amount of $75.0 million was disbursed to the Company in June 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved an exchange and offer to repurchase RSL equity securities for up to $1.0 billion of the proceeds received from Sumitomo. Concurrently with the Sumitomo Transaction Agreement, (i) RSL, Sumitomo and Sumitovant entered into a transition services agreement, whereby each of the parties thereto agreed to provide certain services to one another at cost for a period of time following the Sumitomo Closing Date and (ii) RSL and Sumitomo entered into a strategic cooperation agreement relating to certain ongoing technology-related collaborations between the parties. Pursuant to the terms of the transition services agreement and strategic cooperation agreement, RSL billed Sumitovant $0.3 million and $0.6 million, net of amounts billed by Sumitovant to RSL, during the three and six months ended September 30, 2021, respectively. During the three and six months ended September 30, 2020, RSL billed Sumitovant $0.4 million and $0.8 million, net of amounts billed by Sumitovant to RSL, respectively, for costs incurred on behalf of Sumitovant, which were recorded as an offsets to the general and administrative (G&A) expenses initially charged. The period for certain services provided under the Transition Services Agreement expired in December 2020. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments to these employees that vest based on the achievement of time-based, performance or liquidity event requirements. As of September 30, 2021 and 2020, there were 5,164,558 and 5,470,387 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants (the “Sumitomo Options”); (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 7—Balance Sheet Components (A) Other Current Assets Other current assets at September 30, 2021 and March 31, 2021 consisted of the following (in thousands): September 30, 2021 March 31, 2021 Prepaid expenses $ 40,946 $ 39,544 Trade receivables, net 9,814 11,222 Income tax receivable 2,502 1,803 Other 2,301 1,681 Total other current assets $ 55,563 $ 54,250 (B) Accrued Expenses Accrued expenses at September 30, 2021 and March 31, 2021 consisted of the following (in thousands): September 30, 2021 March 31, 2021 Research and development expenses $ 42,780 $ 20,755 Compensation-related expenses 20,965 38,552 Professional services expenses 17,325 10,267 Other general and administrative expenses 23,041 7,362 Total accrued expenses $ 104,111 $ 76,936 (C) Other Current Liabilities Other current liabilities at September 30, 2021 and March 31, 2021 consisted of the following (in thousands): September 30, 2021 March 31, 2021 Deferred revenue $ 4,389 $ 5,918 Income tax payable 638 207 Other 5,630 3,037 Total other current liabilities $ 10,657 $ 9,162 |
Long Term Debt and Loan Commitm
Long Term Debt and Loan Commitment | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 8—Long-Term Debt and Loan Commitment (A) Long-Term Debt Long-term debt, net consists of the following (in thousands): September 30, 2021 March 31, 2021 Principal amount $ 208,200 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (13,331 ) (1,210 ) Total debt, net 199,869 170,280 Less: current portion — — Total long-term debt, net $ 199,869 $ 170,280 Dermavant In May 2019, Dermavant entered into a loan and security agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), pursuant to which Dermavant borrowed an aggregate of $20.0 million, which bore interest at a variable per annum rate at the greater of (i) 9.95% or (ii) the prime rate plus 4.45%. Dermavant was also obligated to pay an end of term charge of $1.4 million. Following the achievement of certain milestones, the term loan maturity was extended to June 1, 2023 with interest-only monthly payments through December 2021. All amounts outstanding under the Hercules Loan Agreement were repaid in May 2021 using the proceeds from a $40.0 million senior secured credit facility (the “Credit Facility”) entered into by Dermavant and certain of its subsidiaries in May 2021 with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. The Credit Facility has a five-year maturity and bears an interest rate of 10.0% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $5.0 million. The exit fee can be reduced to $4.0 million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of September 30, 2021. In connection with the funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 per common share. In connection with Dermavant’s acquisition of tapinarof from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and NovaQuest Co-Investment (B) Loan Commitment In May 2021, Dermavant, as seller, entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with XYQ Luxco, NovaQuest Co-Investment one-time |
Shareholders' Equity and Redeem
Shareholders' Equity and Redeemable Noncontrolling Interest | 6 Months Ended |
Sep. 30, 2021 | |
Shareholders' Equity and Redeemable Noncontrolling Interest | Note 9—Shareholders’ Equity and Redeemable Noncontrolling Interest (A) RSL Common Stock In connection with the closing of the Business Combination, the Company adjusted its authorized share capital to equal 7,000,000,000 Roivant Common Shares, par value $ 0.0000000341740141 On September 30, 2021 in connection with the closing of the Business Combination, RSL effected a 2.9262-for-1 (B) Consolidated Vant Equity Transaction Proteovant In July 2021, Proteovant Sciences, Inc. (“Proteovant”) collected the subscription receivable relating to the second $100.0 million payment due under a subscription agreement entered into with SK, Inc. (“SK”) in December 2020 pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 10—Share-Based Compensation (A) RSL 2021 Equity Incentive Plan In September 2021, in connection with the Business Combination, the board of directors of RSL approved and adopted the 2021 Equity Incentive Plan (the “RSL 2021 EIP”) and reserved 69,300,000 shares of common stock for issuance thereunder. The RSL 2021 EIP became effective immediately upon the closing of the Business Combination. The number of shares of common stock reserved for issuance under the RSL 2021 EIP will be increased annually on April 1 of each year during the term of the plan in an amount equal to the lesser of (i) 5% of the common shares outstanding as of the day of immediately preceding fiscal year and (ii) such number of common shares as determined by the board of directors of RSL in its discretion. Unless terminated sooner by the board of directors, the RSL 2021 EIP will automatically terminate on the day before the tenth anniversary of the effective date of the plan, being September 29, 2021. The Company’s employees, directors and consultants are eligible to receive non-qualified ten-year (B) RSL 2015 Equity Incentive Plan Effective as of the closing of the Business Combination, no further awards will be granted under the RSL Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). Any awards outstanding under the 2015 EIP as of the closing of the Business Combination remain subject to the terms of the RSL 2015 EIP and the applicable award agreement. (C) Stock Options The Company recorded share-based compensation expense of $12.3 million and $22.6 million for the three and six months ended September 30, 2021, respectively, and $8.0 million and $15.8 million for the three and six months ended September 30, 2020, respectively, related to stock options issued under the RSL 2015 EIP. A summary of stock option activity and data under the RSL 2015 EIP for the six months ended September 30, 2021 is as follows: Number of Stock Weighted Stock options outstanding at March 31, 2021 27,474,942 $ 9.10 Granted 11,115,465 $ 10.00 Forfeited (901,325 ) $ 11.59 Stock options outstanding at September 30, 2021 37,689,082 $ 9.30 Stock options exercisable at September 30, 2021 18,999,834 $ 7.96 (D) Restricted Stock Units Restricted stock units will generally vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Certain restricted stock units have also been granted that will vest upon the achievement of development milestones and liquidity requirements. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the restricted stock units on September 30, 2021. The Company recorded share-based compensation expense of $90.3 million for the three and six months ended September 30, 2021 related to restricted stock units issued under the RSL 2015 EIP. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020. A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Restricted Non-vested 6,708,799 Granted 18,369,012 Vested (2,741,290 ) Forfeited (796,753 ) Non-vested 21,539,768 Restricted stock units that have vested as of closing of the Business Combination and at any time prior to the expiration of the lockup are expected to be settled on the first business day immediately following expiration of the lock-up lock-up (E) Performance Stock Options Performance stock options (the “Performance Options”) will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the Performance Options on September 30, 2021. The Company recorded share-based compensation expense of $262.5 million for the three and six months ended September 30, 2021 related to Performance Options issued under a special reserve of the RSL 2015 EIP (the “Special Reserve”) for the granting of Performance Options and capped value appreciation rights. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020. A summary of Performance Option activity and data under the RSL 2015 EIP for the three months ended September 30, 2021 is as follows: Number of Weighted Performance Options outstanding at March 31, 2021 42,212,366 $ 13.30 Granted — $ — Forfeited — $ — Performance Options outstanding at September 30, 2021 42,212,366 $ 13.30 Performance Options exercisable at September 30, 2021 18,467,931 $ 13.30 (F) Capped Value Appreciation Rights Capped value appreciation rights (“CVARs”) will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. At settlement, each CVAR pays the excess in shares of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $12.68, over (b) the hurdle price of either $6.40 or $11.50, as applicable to each grant. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the CVARs on September 30, 2021. The Company recorded share-based compensation expense of $17.9 million for the three and six months ended September 30, 2021 related to CVARs issued under the Special Reserve. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020. A summary of CVARs under the RSL 2015 EIP is as follows: Number of CVARs Non-vested 32,447,626 Granted — Vested (14,195,849 ) Forfeited — Non-vested 18,251,777 CVARs that have vested as of closing of the Business Combination and at any time prior to the expiration of the lockup are expected to be settled on the first business day immediately following expiration of the lock-up lock-up (G) RSL 2015 Restricted Stock Unit Plan Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of September 30, 2021, there are 585,229 of the Company’s common shares reserved for the granting under the pRSU Plan of restricted stock units (“Performance RSUs”) to the Company’s employees, officers, directors and consultants. The Performance RSUs expire eight years after the date of grant. Effective as of the closing of the Business Combination, no further awards will be granted under the pRSU Plan. Any awards outstanding under the pRSU Plan as of the closing of the Business Combination remain subject to the terms of the pRSU Plan and the applicable award agreement. A summary of Performance RSU activity under the pRSU Plan is as follows: Number of Non-vested 585,229 Granted — Forfeited — Non-vested 585,229 These Performance RSUs will vest to the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within specified years of the grant date, provided that the recipient has provided continued service through such date. The liquidity event requirement was met upon closing of the Business Combination. Accordingly, the Company commenced recognition of share-based compensation expense for the Performance RSUs on September 30, 2021. The Company recorded share-based compensation expense of $2.2 million for the three and six months ended September 30, 2021 related to the Performance RSUs issued under the pRSU Plan. No share-based compensation expense was recorded during the three and six months ended September 30, 2020 as the liquidity event requirement had not been met and was deemed not probable of being met as of September 30, 2020. (H) RSL Restricted Common Stock A summary of RSL restricted common stock activity as of September 30, 2021 is as follows: Number of Non-vested 1,720,090 Granted — Forfeited — Non-vested 1,720,090 The Company recorded share-based compensation expense of $0.8 million and $1.6 million for the three and six months ended September 30, 2021, respectively, related to the RSL restricted common stock. The RSL restricted common stock will vest upon the achievement of time-based service requirements. (I) Employee Stock Purchase Plan In September 2021, the Company adopted the Roivant Sciences Ltd. Employee Stock Purchase Plan (the “RSL ESPP”), which provides for the granting of an option to purchase common shares of RSL to eligible employees, as defined by the RSL ESPP. The maximum number of common shares initially reserved and available for purchase under the RSL ESPP is 13,900,000. The total number of common shares available for purchase under the RSL ESPP will be increased annually on April 1 of each year during the term of the plan in an amount equal to the least of (i) 13,900,000 common shares, (ii) one (J) Subsidiary Equity Incentive Plans Certain wholly owned and majority-owned or controlled subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers and consultants are eligible to receive non-qualified The Company recorded share-based compensation expense of $11.3 million and $19.5 million for the three and six months ended September 30, 2021, respectively, and $5.9 million and $12.4 million for the three and six months ended September 30, 2020, respectively, related to subsidiary EIPs. (K) Share-Based Compensation Expense S Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 28,157 $ 1,887 $ 29,772 $ 3,006 G&A expenses 369,155 12,027 386,809 25,186 Total $ 397,312 $ 13,914 $ 416,581 $ 28,192 Share-based compensation expense was included in R&D and G&A expenses in the accompanying condensed consolidated statements of operations. The classification of share-based compensation expense between R&D and G&A expenses in the accompanying condensed consolidated statements of operations is consistent with the classification of grantee’s salary expense. The achievement of the liquidity event vesting condition for restricted stock units, Performance Options, and CVARs upon the closing of the Business Combination resulted in the recognition of a one-time catch-up |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2021 | |
Income Taxes | Note 11—Income Taxes The Company’s effective tax rate for the three and six months ended September 30, 2021 was (0.2)% and (0.2)%, respectively, and the effective tax rate for three and six months ended September 30, 2020 was (1.3)% and (3.2)%, respectively. The effective tax rate is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments & Contingencies | Note 12—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition and license agreements. Additionally, the Company, through its subsidiaries, enters into agreements with contract service providers to assist in the performance of its R&D activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects 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. (B) Loss Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible. The Company is currently not involved in any legal proceedings with a probable and estimable material loss. (C) Intellectual Property Agreements As of September 30, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements. (D) COVID-19 The Company has been actively monitoring the impact of the COVID-19 The COVID-19 COVID-19 COVID-19 COVID-19, COVID-19 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | Note 13—Fair Value Measurements Recurring Fair Value Measurements The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands): As of September 30, 2021 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,375,720 $ — $ — $ 1,375,720 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Datavant Class A units — — 219,975 219,975 — — — — Investment in Sio common shares 40,313 — — 40,313 48,487 — — 48,487 Investment in Arbutus common shares 68,698 — — 68,698 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — 97,957 — 97,957 — 76,037 — 76,037 Other investment 9,837 — — 9,837 11,129 — — 11,129 Total assets at fair value $ 1,494,568 $ 97,957 $ 219,975 $ 1,812,500 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 168,200 $ 168,200 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value 30,599 — 44,685 75,284 — — 67,893 67,893 Total liabilities at fair value $ 30,599 $ — $ 212,885 $ 243,484 $ — $ — $ 217,993 $ 217,993 There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the six months ended September 30, 2021. Level 3 Disclosures The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period. The fair value of Level 3 assets and liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The changes in fair value of the Level 3 assets during the six months ended September 30, 2021 were as follows (in thousands): Balance at March 31, 2021 $ — Fair value of investment in Datavant at recognition date 224,147 Changes in fair value of investment in Datavant, included in net loss (4,172 ) Balance at September 30, 2021 $ 219,975 There were no Level 3 assets held during the six months ended September 30, 2020. The changes in fair value of the Level 3 liabilities during the six months ended September 30, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2020 $ 191,473 Changes in fair value of debt and liability instruments, included in net loss 27,273 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at September 30, 2020 $ 215,421 Balance at March 31, 2021 $ 217,993 Fair value of liability instrument issued 38,634 Changes in fair value of debt and liability instruments, included in net loss 17,730 Termination of DSP Options (61,472 ) Balance at September 30, 2021 $ 212,885 Investment in Datavant The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using an option pricing model (“OPM”). 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. Point Estimate Used Input As of September 30, 2021 Volatility 69.0% Risk-free rate 0.2% Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of September 30, 2021 and March 31, 2021 represents the fair value of amounts payable to NovaQuest using the Monte Carlo simulation method under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 10 11 Earn-Out The fair value of the Earn-Out Shares issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to include the lock-up periods to which the Earn-Out Shares are subject. Refer to Note 3, “Business Combination with MAAC” for additional details. Significant unobservable inputs used to calculate the fair value of the Earn-Out Shares included the following: Point Estimate Used Input As of September 30, 2021 Volatility 83.9% Risk-free rate 0.98% As of September 30, 2021, the fair value of the Earn-Out Earn-Out Private Placement Warrants The fair value of the Private Placement Warrants issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. The model was structured to incorporate the redemption features as discussed in Note 3, “Business Combination” and the added restriction by which the Company cannot redeem the Private Warrants if the Reference Value is greater than $18.00. Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of September 30, 2021 Volatility 31.8% Risk-free rate 0.98% Term (in years) 5.0 As of September 30, 2021, the fair value of the Private Placement Warrants was $15.2 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets. |
Other Expense (Income), Net
Other Expense (Income), Net | 6 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income), Net | Note 14—Other Expense (Income), Net Other expense (income), net was as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Loss from equity method investment $ — $ — $ — $ 3,750 Interest income (62 ) (579 ) (133 ) (1,200 ) Interest expense 1,552 608 4,065 1,399 Other expense (income) 2,202 (786 ) (374 ) (1,864 ) Total $ 3,692 $ (757 ) $ 3,558 $ 2,085 |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 15—Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. All outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss. As of September 30, 2021 and 2020, potentially dilutive securities were as follows: September 30, 2021 September 30, 2020 Stock options 37,689,082 27,788,039 Restricted stock units (non-vested) (1) 21,539,768 5,763,925 Performance stock options 42,212,366 42,212,366 Capped value appreciation rights (2) 32,447,626 32,447,626 Performance restricted stock units (non-vested) 585,229 585,229 Restricted common stock (non-vested) 1,720,090 — Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,535,896 — Other instruments issued 5,164,558 5,470,387 (1) Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and six months ended September 30, 2021. (2) Refer to Note 10, “Share-Based Compensation” for details regarding settlement of capped value appreciation rights. CVARs will be settled on the first business day immediately following expiration of the lock-up |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | Note 16—Subsequent Events Investment in Arbutus On October 18, 2021, the Arbutus Preferred Shares mandatorily converted into 22,833,922 shares of Arbutus common stock Common Shares in accordance with the terms of the subscription agreement entered into by RSL and Arbutus in October 2017. In connection with its acquisition of the Arbutus Preferred Shares, RSL had agreed to a four-year lock-up lock-up |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Principles of Consolidation | (A) Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2021 issued on June 30, 2021. The unaudited condensed consolidated balance sheet at March 31, 2021 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three and six months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022, for any other interim period, or for any other future year. Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of common stock ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2021 issued on June 30, 2021. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. |
Use of Estimates | (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally, the Company assessed the impact that the COVID-19 COVID-19 |
Risks and Uncertainties | (C) Risks and Uncertainties The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights . |
Concentrations of Credit Risk | (D) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. |
Cash, Cash Equivalents, and Restricted Cash | (E) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest C September 30, 2021 March 31, 2021 Cash and cash equivalents $ 2,497,330 $ 2,055,044 Restricted cash 11,794 86,632 Cash, cash equivalents and restricted cash $ 2,509,124 $ 2,141,676 |
Contingencies | (F) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. |
Investments | (G) Investments For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other expense (income), net” on the condensed consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Investments in equity securities may also be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Investments.” |
Research and Development Expenses | (H) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as R&D. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. R&D costs primarily consist of the intellectual property and R&D materials acquired and expenses from third parties who conduct R&D activities on behalf of the Company. The Company evaluates in-licensed in-process in-licensed |
Fair Value Measurements | (I) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations • Level 2-Valuations • Level 3-Valuations To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of the Datavant business, (“Datavant”); liability instruments issued, including warrant and earn-out The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The shares of Datavant common stock and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 3, “Business Combination with MAAC”), are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. The Public Warrants are publicly traded and therefore are classified as Level 1 as the Public Warrants have a readily determinable fair value. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. The carrying value of long-term debt issued by Dermavant Sciences Ltd. (together with its wholly owned subsidiaries, “Dermavant”), which is stated at amortized cost, approximates fair value based on current interest rates for similar types of borrowings and therefore is included in Level 2 of the fair value hierarchy. Long-term debt issued by Dermavant for which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market. |
Warrant Liabilities | (J) Warrant Liabilities The Company classifies the Roivant Warrants (as defined in Note 3, “Business Combination with MAAC”) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized within the condensed consolidated statements of operations. The Company will continue to adjust the liability associated with the Roivant Warrants for changes in the fair value until the earlier of a) the exercise or expiration of the Roivant Warrants or b) the redemption of the Roivant Warrants. Issuance costs incurred that were attributable to the Roivant Warrants were expensed as incurred. |
Recently Adopted Accounting Pronouncements | (K) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): No. 2020-06”). No. 2020-06 No. 2020-06 No. 2020-06 No. 2020-06 . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash | C September 30, 2021 March 31, 2021 Cash and cash equivalents $ 2,497,330 $ 2,055,044 Restricted cash 11,794 86,632 Cash, cash equivalents and restricted cash $ 2,509,124 $ 2,141,676 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | Other current assets at September 30, 2021 and March 31, 2021 consisted of the following (in thousands): September 30, 2021 March 31, 2021 Prepaid expenses $ 40,946 $ 39,544 Trade receivables, net 9,814 11,222 Income tax receivable 2,502 1,803 Other 2,301 1,681 Total other current assets $ 55,563 $ 54,250 |
Schedule of Accrued Expenses | Accrued expenses at September 30, 2021 and March 31, 2021 consisted of the following (in thousands): September 30, 2021 March 31, 2021 Research and development expenses $ 42,780 $ 20,755 Compensation-related expenses 20,965 38,552 Professional services expenses 17,325 10,267 Other general and administrative expenses 23,041 7,362 Total accrued expenses $ 104,111 $ 76,936 |
Schedule of Other Current Liabilities | (C) Other Current Liabilities Other current liabilities at September 30, 2021 and March 31, 2021 consisted of the following (in thousands): September 30, 2021 March 31, 2021 Deferred revenue $ 4,389 $ 5,918 Income tax payable 638 207 Other 5,630 3,037 Total other current liabilities $ 10,657 $ 9,162 |
Long -Term Debt and Loan Commit
Long -Term Debt and Loan Commitment (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt, net consists of the following (in thousands): September 30, 2021 March 31, 2021 Principal amount $ 208,200 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (13,331 ) (1,210 ) Total debt, net 199,869 170,280 Less: current portion — — Total long-term debt, net $ 199,869 $ 170,280 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Stock Option Activity | A summary of stock option activity and data under the RSL 2015 EIP for the six months ended September 30, 2021 is as follows: Number of Stock Weighted Stock options outstanding at March 31, 2021 27,474,942 $ 9.10 Granted 11,115,465 $ 10.00 Forfeited (901,325 ) $ 11.59 Stock options outstanding at September 30, 2021 37,689,082 $ 9.30 Stock options exercisable at September 30, 2021 18,999,834 $ 7.96 |
Summary of Restricted Stock Units | A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Restricted Non-vested 6,708,799 Granted 18,369,012 Vested (2,741,290 ) Forfeited (796,753 ) Non-vested 21,539,768 |
Summary of Share-Based Compensation Expense | S Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 28,157 $ 1,887 $ 29,772 $ 3,006 G&A expenses 369,155 12,027 386,809 25,186 Total $ 397,312 $ 13,914 $ 416,581 $ 28,192 |
Performance Options [Member] | |
Summary of Stock Option Activity | A summary of Performance Option activity and data under the RSL 2015 EIP for the three months ended September 30, 2021 is as follows: Number of Weighted Performance Options outstanding at March 31, 2021 42,212,366 $ 13.30 Granted — $ — Forfeited — $ — Performance Options outstanding at September 30, 2021 42,212,366 $ 13.30 Performance Options exercisable at September 30, 2021 18,467,931 $ 13.30 |
CVARs [Member] | |
Summary of Restricted Stock Units | A summary of CVARs under the RSL 2015 EIP is as follows: Number of CVARs Non-vested 32,447,626 Granted — Vested (14,195,849 ) Forfeited — Non-vested 18,251,777 |
Performance RSU [Member] | |
Summary of Restricted Stock Units | A summary of Performance RSU activity under the pRSU Plan is as follows: Number of Non-vested 585,229 Granted — Forfeited — Non-vested 585,229 |
RSL Common Share Award | |
Summary of Stock Option Activity | A summary of RSL restricted common stock activity as of September 30, 2021 is as follows: Number of Non-vested 1,720,090 Granted — Forfeited — Non-vested 1,720,090 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands): As of September 30, 2021 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,375,720 $ — $ — $ 1,375,720 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Datavant Class A units — — 219,975 219,975 — — — — Investment in Sio common shares 40,313 — — 40,313 48,487 — — 48,487 Investment in Arbutus common shares 68,698 — — 68,698 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — 97,957 — 97,957 — 76,037 — 76,037 Other investment 9,837 — — 9,837 11,129 — — 11,129 Total assets at fair value $ 1,494,568 $ 97,957 $ 219,975 $ 1,812,500 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 168,200 $ 168,200 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value 30,599 — 44,685 75,284 — — 67,893 67,893 Total liabilities at fair value $ 30,599 $ — $ 212,885 $ 243,484 $ — $ — $ 217,993 $ 217,993 |
Schedule of change in the fair value of the derivative warrant liabilities | The changes in fair value of the Level 3 liabilities during the six months ended September 30, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2020 $ 191,473 Changes in fair value of debt and liability instruments, included in net loss 27,273 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at September 30, 2020 $ 215,421 Balance at March 31, 2021 $ 217,993 Fair value of liability instrument issued 38,634 Changes in fair value of debt and liability instruments, included in net loss 17,730 Termination of DSP Options (61,472 ) Balance at September 30, 2021 $ 212,885 |
Schedule of Change IN Fair Value Of The Level 3 Assets | The changes in fair value of the Level 3 assets during the six months ended September 30, 2021 were as follows (in thousands): Balance at March 31, 2021 $ — Fair value of investment in Datavant at recognition date 224,147 Changes in fair value of investment in Datavant, included in net loss (4,172 ) Balance at September 30, 2021 $ 219,975 |
Private Placement Warrants | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of September 30, 2021 Volatility 31.8% Risk-free rate 0.98% Term (in years) 5.0 |
Earnout Shares [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | Significant unobservable inputs used to calculate the fair value of the Earn-Out Shares included the following: Point Estimate Used Input As of September 30, 2021 Volatility 83.9% Risk-free rate 0.98% |
Datavant [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of September 30, 2021 Volatility 69.0% Risk-free rate 0.2% |
Other Expense (Income), Net (Ta
Other Expense (Income), Net (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Summary of Other (Income) Expense, Net From Continuing Operations | Other expense (income), net was as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2021 2020 2021 2020 Loss from equity method investment $ — $ — $ — $ 3,750 Interest income (62 ) (579 ) (133 ) (1,200 ) Interest expense 1,552 608 4,065 1,399 Other expense (income) 2,202 (786 ) (374 ) (1,864 ) Total $ 3,692 $ (757 ) $ 3,558 $ 2,085 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Summary Of Potentially Dilutive Securities | As of September 30, 2021 and 2020, potentially dilutive securities were as follows: September 30, 2021 September 30, 2020 Stock options 37,689,082 27,788,039 Restricted stock units (non-vested) (1) 21,539,768 5,763,925 Performance stock options 42,212,366 42,212,366 Capped value appreciation rights (2) 32,447,626 32,447,626 Performance restricted stock units (non-vested) 585,229 585,229 Restricted common stock (non-vested) 1,720,090 — Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,535,896 — Other instruments issued 5,164,558 5,470,387 (1) Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and six months ended September 30, 2021. (2) Refer to Note 10, “Share-Based Compensation” for details regarding settlement of capped value appreciation rights. CVARs will be settled on the first business day immediately following expiration of the lock-up |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | [1] | Mar. 31, 2021USD ($)Segment | Sep. 30, 2020USD ($) | [1] | Jun. 30, 2020USD ($) | [1] | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Number of operating and reporting segments | Segment | 1 | 1 | ||||||||||
Cash and cash equivalents | $ 2,497,330 | $ 2,055,044 | $ 2,497,330 | |||||||||
Accumulated deficit | [1] | (2,209,126) | $ (1,918,462) | (2,209,126) | ||||||||
Net loss | $ (225,640) | [1] | $ (101,078) | $ (53,498) | $ (7,977) | $ (326,718) | $ (61,475) | |||||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Mar. 31, 2021 |
Schedule Of Accounting Policies [Line Items] | ||
Escrowed deposit | $ 75 | |
Proceeds from release of escrow deposit | $ 75 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 2,497,330 | $ 2,055,044 |
Restricted cash | 11,794 | 86,632 |
Cash, cash equivalents and restricted cash | $ 2,509,124 | $ 2,141,676 |
Business Combination with MAAC
Business Combination with MAAC - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Roivant Common Shares [Member] | |
Business Combination with MAAC [Line Items] | |
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 |
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Number of trading days to meet earn out price threshold | 20 days |
Trading day period for earn out shares | 30 days |
Earn-Out share price | $ 15 |
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Number of trading days to meet earn out price threshold | 20 days |
Trading day period for earn out shares | 30 days |
Earn-Out share price | $ 20 |
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 10,000 |
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 5,000 |
MAAC Sponsor [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 2,033,591 |
MAAC Sponsor [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 1,016,796 |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Portion of Share Subject to Earnout | shares | 20 |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Portion of Share Subject to Earnout | shares | 20 |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period One [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of shares subject to lock-up for defined period of time | 25.00% |
Lock Up Period of Common Shares | 6 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of shares subject to lock-up for defined period of time | 25.00% |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | Minimum [Member] | |
Business Combination with MAAC [Line Items] | |
Lock Up Period of Common Shares | 12 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | Maximum [Member] | |
Business Combination with MAAC [Line Items] | |
Lock Up Period of Common Shares | 6 years |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Three [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of shares subject to lock-up for defined period of time | 50.00% |
Lock Up Period of Common Shares | 36 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Four [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of warrants subject to lock-up for defined period of time | 25.00% |
Lock up period ,warrants | 6 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Five [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of warrants subject to lock-up for defined period of time | 25.00% |
Lock up period ,warrants | 12 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Six [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of warrants subject to lock-up for defined period of time | 50.00% |
Lock up period ,warrants | 36 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Seven [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of shares subject to lock-up for defined period of time | 25.00% |
Lock Up Period of Common Shares | 6 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Eight [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of shares subject to lock-up for defined period of time | 25.00% |
Lock Up Period of Common Shares | 12 months |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Nine [Member] | |
Business Combination with MAAC [Line Items] | |
Percentage of shares subject to lock-up for defined period of time | 50.00% |
Lock Up Period of Common Shares | 36 months |
Roivant Warrant [Member] | |
Business Combination with MAAC [Line Items] | |
Time To Warrant Exercisability | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Private Placement Warrants [Member] | |
Business Combination with MAAC [Line Items] | |
Exercise price of warrants | $ 11.50 |
Class of Warrant or Right, Outstanding | shares | 10,214,365 |
Private Placement Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock price trigger for redemption of warrant | $ 18 |
Public Warrants [Member] | |
Business Combination with MAAC [Line Items] | |
Exercise price of warrants | $ 11.50 |
Class of Warrant or Right, Outstanding | shares | 20,535,896 |
Redemption of Roivant Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock price trigger for redemption of warrant | $ 18 |
Number of trading days to meet warrant redemption threshold | 20 days |
Trading day period for warrant redemption | 30 days |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Redemption of Roivant Warrants [Member] | Share Price Equal or Exceeds Ten Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Stock price trigger for redemption of warrant | $ 10 |
Class of warrants, redemption price per unit | $ 0.10 |
Class of warrants, redemption notice period | 30 days |
Redemption of Roivant Warrants [Member] | Roivant Common Shares [Member] | |
Business Combination with MAAC [Line Items] | |
Period for fair market value determination | 10 days |
Maximum redemption feature per warrant | $ 0.361 |
MAAC Class A Shares [Member] | Roivant Warrant [Member] | |
Business Combination with MAAC [Line Items] | |
Exercise price of warrants | 11.50 |
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Dollar [Member] | |
Business Combination with MAAC [Line Items] | |
Share Redemption Trigger Price | $ 18 |
Common Class A [Member] | Roivant Warrant [Member] | |
Business Combination with MAAC [Line Items] | |
Time To Warrant Exercisability | 30 days |
Montes Archimedes Acquisition Corp. [Member] | |
Business Combination with MAAC [Line Items] | |
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 |
Allocation of transaction costs incurred to warrants and earn-out shares | $ | $ 7.4 |
Montes Archimedes Acquisition Corp. [Member] | PIPE Financing [Member] | |
Business Combination with MAAC [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 22,000,000 |
Share Price | $ 10 |
Stock Issued During Period, Value, New Issues | $ | $ 220 |
Cash received | $ | 213.4 |
Costs Incurred Related To Financing | $ | $ 24.4 |
Montes Archimedes Acquisition Corp. [Member] | MAAC Class B Shares [Member] | Roivant Common Shares [Member] | |
Business Combination with MAAC [Line Items] | |
Exchange Ratio Of MAAC Class B To Roivant Common Shares | 0.75 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 27, 2021 | Mar. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Sep. 29, 2017 | |
Investments [Line Items] | |||||||||
Aggregate fair value investment | $ 436,780 | $ 436,780 | $ 188,978 | ||||||
Carrying value of long-term investment | 0 | 0 | 100,563 | ||||||
Other Investments [Member] | |||||||||
Investments [Line Items] | |||||||||
Aggregate fair value investment | 9,800 | 9,800 | $ 11,100 | ||||||
Datavant Merger [Member] | |||||||||
Investments [Line Items] | |||||||||
Proceeds from sale of investment | 320,000 | 320,000 | |||||||
Gain on measurement of investment | $ 443,800 | $ 443,800 | |||||||
Datavant Merger Combined Company [Member] | Combined Company [Member] | |||||||||
Investments [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 17.00% | 17.00% | |||||||
Arbutus Biopharma Corporation [Member] | |||||||||
Investments [Line Items] | |||||||||
Common stock Owned, Balance, Shares of Arbutus | 16,013,540 | 16,013,540 | 16,013,540 | ||||||
Preferred stock Owned, Balance, Shares of Arbutus | 1,164,000 | 1,164,000 | 1,164,000 | ||||||
Premium on the conversion price, percentage | 15.00% | ||||||||
Annual compounded conversion rate for preferred share | 8.75% | 8.75% | |||||||
Conversion price | $ 7.13 | $ 7.13 | $ 7.13 | ||||||
Closing price | $ 6.20 | ||||||||
Aggregate fair value investment | $ 166,700 | $ 166,700 | $ 129,400 | ||||||
Unrealized gain (loss) on investments | $ 48,900 | $ 50,900 | $ 37,300 | $ 82,400 | |||||
Closing price of common stock | $ 4.29 | $ 4.29 | $ 3.33 | ||||||
Equity method investment ownership percentage | 29.00% | 29.00% | |||||||
Sio Gene Therapies Inc [Member] | |||||||||
Investments [Line Items] | |||||||||
Ownership interest, percentage | 25.00% | 25.00% | |||||||
Aggregate fair value investment | $ 40,300 | $ 40,300 | $ 48,500 | ||||||
Unrealized gain (loss) on investments | $ (10,400) | $ 33,400 | $ (8,200) | 40,500 | |||||
Closing price of common stock | $ 2.17 | $ 2.17 | $ 2.61 | ||||||
Datavant Holdings, Inc [Member] | |||||||||
Investments [Line Items] | |||||||||
Aggregate fair value investment | $ 220,000 | $ 220,000 | $ 224,100 | $ 99,000 | |||||
Unrealized gain (loss) on investments | $ (4,100) | $ (4,100) | |||||||
Preferred stock issued and sold | 639,140 | ||||||||
Gain on deconsolidation | $ 86,500 | ||||||||
Carrying value of long-term investment | $ 100,600 | ||||||||
Datavant Holdings, Inc [Member] | Series B Preferred Stock [Member] | |||||||||
Investments [Line Items] | |||||||||
Preferred stock issued and sold | 13,411,311 | ||||||||
Gross proceeds from issuance of stock | $ 27,200 | ||||||||
Preferred stock issued and sold | 1,065,234 | ||||||||
Total purchase price | $ 2,500 | ||||||||
Issued relating to the conversion of certain liability instruments | 1,800,253 |
Asset Acquisitions and Licens_2
Asset Acquisitions and License Agreements -Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Acquisition [Line Items] | ||||
Research and development expense | $ 254,259 | $ 97,409 | $ 332,885 | $ 156,143 |
MAAC [Member] | ||||
Asset Acquisition [Line Items] | ||||
Asset acquisition, consideration transferred | 82,100 | 82,100 | ||
Research and development expense | 82,100 | 82,100 | ||
Asset acquisition, consideration transferred, liabilities incurred | 2,100 | 2,100 | ||
Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable | 70,000 | 70,000 | ||
Payments to asset acquisition | $ 10,000 | $ 10,000 |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 31, 2021 | Dec. 31, 2019 |
Transaction Agreement [Line Items] | |||||||
Escrow amount | $ 75,000 | ||||||
Restricted cash | $ 86,632 | $ 11,794 | $ 11,794 | ||||
Gain on termination of Sumitomo Options | 0 | $ 0 | 66,472 | $ 0 | |||
Transition Services And Strategic Cooperation Agreement [Member] | |||||||
Transaction Agreement [Line Items] | |||||||
Transition and cooperation agreement billed amount,Net of amounts billed by sumitovant | $ 300 | $ 400 | 600 | $ 800 | |||
Asset Purchase Agreement [Member] | |||||||
Transaction Agreement [Line Items] | |||||||
Consideration received in cash | $ 5,000 | ||||||
Gain on termination of Sumitomo Options | 66,500 | ||||||
Sumitomo [Member] | |||||||
Transaction Agreement [Line Items] | |||||||
Percentage of granted option to purchase ownership interest | 75.00% | ||||||
Number of shares transferred | 26,952,143 | ||||||
Escrow amount | $ 75,000 | ||||||
Restricted cash | 75,000 | ||||||
Sale Of Stock Consideration Cash Received On Transaction | $ 2,900,000 | ||||||
Stock offer to repurchase during period value of the proceeds received from transaction agreement | $ 1,000,000 | ||||||
Sumitomo [Member] | Employee [Member] | |||||||
Transaction Agreement [Line Items] | |||||||
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements | 5,164,558 | 5,470,387 | 5,164,558 | 5,470,387 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 40,946 | $ 39,544 |
Trade receivables, net | 9,814 | 11,222 |
Income tax receivable | 2,502 | 1,803 |
Other | 2,301 | 1,681 |
Total other current assets | $ 55,563 | $ 54,250 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Components [Line Items] | ||
Total accrued expenses | $ 104,111 | $ 76,936 |
R&D Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 42,780 | 20,755 |
Employee Related Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 20,965 | 38,552 |
Professional Services Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 17,325 | 10,267 |
Other General and Administrative Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | $ 23,041 | $ 7,362 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue | $ 4,389 | $ 5,918 |
Income tax payable | 638 | 207 |
Other | 5,630 | 3,037 |
Total other current liabilities | $ 10,657 | $ 9,162 |
Long-Term Debt and Loan Commitm
Long-Term Debt and Loan Commitment - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | May 31, 2019 |
Long-term Debt, Unclassified [Abstract] | |||
Principal amount | $ 208,200 | $ 170,100 | |
Exit fee / end of term charge | 5,000 | 1,390 | $ 5,000 |
Less: unamortized debt discount and issuance costs | (13,331) | (1,210) | |
Total debt, net | 199,869 | 170,280 | |
Less: current portion | 0 | 0 | |
Total long term debt, net | $ 199,869 | $ 170,280 |
Long-Term Debt and Loan Commi_2
Long-Term Debt and Loan Commitment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2021 | May 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | May 31, 2019 | Oct. 31, 2018 | Aug. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 20,000 | ||||||
Debt interest rate | 9.95% | ||||||
Debt Instrument, Fee Amount | $ 4,000 | $ 1,400 | |||||
Debt Instrument Exit Fee And End Of Term Charge | $ 5,000 | $ 1,390 | $ 5,000 | ||||
Proceeds from credit facility | $ 40,000 | ||||||
Interest rate | 10.00% | ||||||
Debt Instrument, Term | 5 years | ||||||
Class of warrants or rights number of shares called by each warrant or right | 1,199,072 | ||||||
Revenue Interest Purchase and Sale Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Securities Purchased under Agreements to Resell | $ 160,000 | ||||||
Minimum Amount of Annual Net Sales To Qualify Under Revenue Interest Purchase Agreement, Contingent Threshold | $ 160,000 | ||||||
Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.45% | ||||||
Dermavant Sciences Ltd [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Exercise Price per share | $ 0.01 | ||||||
NovaQuest Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 17,500 | $ 100,000 | |||||
Debt fair value | $ 168,200 | $ 150,100 | |||||
NovaQuest Agreement [Member] | Regulatory Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | 440,600 | ||||||
Possible offset of regulatory milestone payments with commercial milestone | 88,100 | ||||||
NovaQuest Agreement [Member] | Commercial Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | $ 141,000 |
Shareholders' Equity and Rede_2
Shareholders' Equity and Redeemable Non-Controlling Interest - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Sep. 30, 2021$ / sharesshares | Jul. 01, 2021USD ($) | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($) | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | shares | 7,000,000,000 | 7,000,000,000 | ||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.00 | $ 0.00 | ||
SK [Member] | ||||
Class of Stock [Line Items] | ||||
Subscription Received | $ | $ 100 | |||
Equity Method Investments | $ | $ 200 | |||
Equity Method Investment, Ownership Percentage | 40.00% | |||
Roivant Common Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | shares | 7,000,000,000 | |||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.00 | |||
Common Stock, Voting Rights | one vote | |||
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 397,312,000 | $ 13,914,000 | $ 416,581,000 | $ 28,192,000 |
One time catch up expense | $ 372,900,000 | |||
Performance RSU [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant expiration period | 8 years | |||
RSL Common Share Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 800,000 | $ 1,600,000 | ||
2015 EIP [Member] | RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 90,300,000 | 0 | 90,300,000 | 0 |
2015 EIP [Member] | Performance Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 262,500,000 | 0 | $ 262,500,000 | 0 |
Number of grants made | 0 | |||
2015 EIP [Member] | CVARs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 17,900,000 | 0 | $ 17,900,000 | 0 |
2015 EIP [Member] | Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 12,300,000 | 8,000,000 | $ 22,600,000 | 15,800,000 |
Number of grants made | 11,115,465 | |||
Subsidiary EIPs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 11,300,000 | 5,900,000 | $ 19,500,000 | 12,400,000 |
Grant vesting period | 4 years | |||
Grant contractual term | 10 years | |||
pRSU Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,200,000 | $ 0 | $ 2,200,000 | $ 0 |
Common shares reserved for future issuance | 585,229 | 585,229 | ||
2021 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant contractual term | 10 years | |||
Common shares reserved for future issuance | 69,300,000 | 69,300,000 | ||
Number of Shares Of Common Stock Reserved Increase Annual Percentage Of Common Shares Outstanding Immediately Preceding Fiscal Year | 5.00% | 5.00% | ||
Threshold Percentage Of Fair market Value Of Common Shares ON The Date Of Grant | 110.00% | 110.00% | ||
2021 Equity Incentive Plan [Member] | Ten Percent Or More [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant contractual term | 5 years | |||
Number of grants made | 0 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for issuance | 147,447,650 | 147,447,650 | ||
Common shares reserved for future issuance | 13,900,000 | 13,900,000 | ||
Number of Shares Of Common Stock Reserved Increase Annual Percentage Of Common Shares Outstanding Immediately Preceding Fiscal Year | 1.00% | 1.00% | ||
Number Of Shares Of Common Stock Reserved Increase Annual To Number Of Shares Outstanding | 13,900,000 | |||
Number of shares purchased | 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Option [Member] - 2015 EIP [Member] | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding ,Beginning balance | shares | 27,474,942 |
Options Granted | shares | 11,115,465 |
Options Forfeited/Canceled | shares | (901,325) |
Stock options outstanding , Ending balance | shares | 37,689,082 |
Stock options exercisable | shares | 18,999,834 |
Weighted average exercise price, Beginning balance | $ / shares | $ 9.10 |
Weighted average exercise price, Granted | $ / shares | 10 |
Weighted average exercise price,Forfeited/Canceled | $ / shares | 11.59 |
Weighted average exercise price, Ending balance | $ / shares | 9.30 |
Weighted average exercise price, exercisable | $ / shares | $ 7.96 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Units (Detail) - RSUs [Member] - 2015 EIP [Member] | 6 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 6,708,799 |
Granted | 18,369,012 |
Vested | (2,741,290) |
Forfeited | (796,753) |
Non-vested balance, ending | 21,539,768 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member] | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding ,Beginning balance | shares | 42,212,366 |
Options Granted | shares | 0 |
Options Forfeited | shares | 0 |
Stock options outstanding , Ending balance | shares | 42,212,366 |
Stock options exercisable | shares | 18,467,931 |
Weighted average exercise price, Beginning balance | $ / shares | $ 13.30 |
Weighted average exercise price, Granted | $ / shares | 0 |
Weighted average exercise price, Forfeited | $ / shares | 0 |
Weighted average exercise price, Ending balance | $ / shares | 13.30 |
Weighted average exercise price, exercisable | $ / shares | $ 13.30 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member] | 6 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 32,447,626 |
Granted | 0 |
Vested | (14,195,849) |
Forfeited | 0 |
Non-vested balance, ending | 18,251,777 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member] | 6 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 585,229 |
Units Granted | 0 |
Units Forfeited | 0 |
Non-vested balance, ending | 585,229 |
Share-Based Compensation - Su_6
Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award | 6 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 1,720,090 |
Granted | 0 |
Forfeited | 0 |
Non-vested balance, ending | 1,720,090 |
Share-Based Compensation - Su_7
Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 397,312 | $ 13,914 | $ 416,581 | $ 28,192 |
R&D Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 28,157 | 1,887 | 29,772 | 3,006 |
G&A Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 369,155 | $ 12,027 | $ 386,809 | $ 25,186 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Line Items] | ||||
Effective tax rate | (0.20%) | (1.30%) | (0.20%) | (3.20%) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 436,780 | $ 188,978 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,812,500 | 1,609,575 |
Debt issued by Dermavant to NovaQuest | 168,200 | 150,100 |
Liability instruments measured at fair value | 75,284 | 67,893 |
Total liabilities at fair value | 243,484 | 217,993 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,494,568 | 1,533,538 |
Liability instruments measured at fair value | 30,599 | |
Total liabilities at fair value | 30,599 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 97,957 | 76,037 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 219,975 | |
Debt issued by Dermavant to NovaQuest | 168,200 | 150,100 |
Liability instruments measured at fair value | 44,685 | 67,893 |
Total liabilities at fair value | 212,885 | 217,993 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,375,720 | 1,420,597 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,375,720 | 1,420,597 |
Other Investment [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 9,837 | 11,129 |
Other Investment [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 9,837 | 11,129 |
Sio Gene Therapies Inc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 40,300 | 48,500 |
Sio Gene Therapies Inc [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 40,313 | 48,487 |
Sio Gene Therapies Inc [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 40,313 | 48,487 |
Arbutus Biopharma Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 166,700 | 129,400 |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 68,698 | 53,325 |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 68,698 | 53,325 |
Arbutus Biopharma Corporation [Member] | Convertible Preferred Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 97,957 | 76,037 |
Arbutus Biopharma Corporation [Member] | Convertible Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 97,957 | $ 76,037 |
Datavant [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 219,975 | |
Datavant [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 219,975 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Sep. 30, 2021USD ($) |
Liability Instruments Measured At Fair Value [Member] | Private Placement Warrants [Member] | |
Fair Value Disclosures [Line Items] | |
Fair value of warrants | $ 15.2 |
Liability Instruments Measured At Fair Value [Member] | Earnout Shares [Member] | |
Fair Value Disclosures [Line Items] | |
Fair Value of earnout shares | $ 21.3 |
Minimum | Measurement Input, Discount Rate [Member] | |
Fair Value Disclosures [Line Items] | |
Discount rate | 0.10 |
Maximum | Measurement Input, Discount Rate [Member] | |
Fair Value Disclosures [Line Items] | |
Discount rate | 0.11 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Balance at beginning of period | $ 217,993 | $ 191,473 |
Fair value of liability instrument issued | 38,634 | |
Changes in fair value of debt and liability instruments, included in net loss | 17,730 | 27,273 |
Termination of DSP Options | (61,472) | |
Liability instruments disposed due to deconsolidation of subsidiary | (3,325) | |
Balance at end of period | $ 212,885 | $ 215,421 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Change IN Fair Value of the Level 3 Assets (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 0 |
Fair value of investment in Datavant at recognition date | 224,147 |
Changes in fair value of investment in Datavant, included in net loss | (4,172) |
Ending Balance | $ 219,975 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques (Detail) | Sep. 30, 2021yr |
Volatility | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 31.80% |
Volatility | Earnout Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 83.90% |
Volatility | Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 69.00% |
Risk-free rate | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.98% |
Risk-free rate | Earnout Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.98% |
Risk-free rate | Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.20% |
Term (in years) | Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 5 |
Other Expense (Income), Net - S
Other Expense (Income), Net - Summary of Other (Income) Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other (income) expense [Abstract] | ||||
Loss from equity method investment | $ 0 | $ 0 | $ 0 | $ 3,750 |
Interest income | (62) | (579) | (133) | (1,200) |
Interest expense | 1,552 | 608 | 4,065 | 1,399 |
Other expense (income) | 2,202 | (786) | (374) | (1,864) |
Total | $ 3,692 | $ (757) | $ 3,558 | $ 2,085 |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary Of Potentially Dilutive Securities (Detail) - shares | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,689,082 | 27,788,039 | |
Restricted stock units (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 21,539,768 | 5,763,925 |
Performance stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,212,366 | 42,212,366 | |
Capped value appreciation rights [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [2] | 32,447,626 | 32,447,626 |
Performance restricted stock units (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 585,229 | 585,229 | |
Restricted common stock (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,720,090 | ||
Earn-Out Shares (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,080,387 | ||
Private Placement Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,214,365 | ||
Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,535,896 | ||
Other instruments issued [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,164,558 | 5,470,387 | |
[1] | Vested restricted stock units were treated as outstanding common shares for purposes of calculating net loss per common share for the three and six months ended September 30, 2021. | ||
[2] | Refer to Note 10, “Share-Based Compensation” for details regarding settlement of capped value appreciation rights. CVARs will be settled on the first business day immediately following expiration of the lock-up period. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Arbutus Biopharma Corporation [Member] | Oct. 18, 2021shares |
Preferred shares madatorily converted Into Common stock Shares issued upon conversion | 22,833,922 |
Maximum allowed ownership interest percentage | 49.99% |