Cover
Cover | 9 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Current assets: | ||||||
Cash and cash equivalents | $ 2,214,283 | $ 2,055,044 | $ 2,183,207 | |||
Restricted cash | 2,916 | 77,701 | 2,275 | |||
Other current assets | 70,334 | 54,250 | 33,763 | |||
Total current assets | 2,287,533 | 2,186,995 | 2,219,245 | |||
Property and equipment, net | 21,606 | 14,749 | 8,962 | |||
Operating lease right-of-use assets | 61,682 | 62,279 | 64,970 | |||
Restricted cash, net of current portion | 8,936 | 8,931 | 83,770 | |||
Investments measured at fair value | 398,743 | 188,978 | 93,445 | |||
Long-term investment | 0 | 100,563 | 0 | |||
Other assets | 20,875 | 27,197 | 6,659 | |||
Total assets | 2,799,375 | 2,589,692 | 2,477,051 | |||
Current liabilities: | ||||||
Accounts payable | 24,358 | 20,550 | 10,306 | |||
Accrued expenses | 112,679 | 76,936 | 68,621 | |||
Operating lease liabilities | 11,241 | 12,313 | 7,839 | |||
Deferred consideration liability | 0 | 100,000 | 0 | |||
Other current liabilities | 12,435 | 9,162 | 5,352 | |||
Total current liabilities | 160,713 | 218,961 | 92,118 | |||
Liability instruments measured at fair value | 94,600 | 67,893 | 102,373 | |||
Operating lease liabilities, noncurrent | 62,091 | 62,384 | 64,452 | |||
Long-term debt (includes $150,100 and $89,100 accounted for under the fair value option at March 31, 2021 and 2020, respectively) | 204,042 | 170,280 | 108,592 | |||
Other liabilities | 8,176 | 8,169 | 821 | |||
Total liabilities | 529,622 | 527,687 | 368,356 | |||
Commitments and Contingencies | ||||||
Redeemable noncontrolling interest | 22,491 | 22,491 | 22,491 | |||
Shareholders' equity | ||||||
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 651,576,293 and 628,779,048 shares issued and outstanding at March 31, 2021 and 2020, respectively | 0 | 0 | [1] | 0 | [1] | |
Additional paid-in capital | 4,360,452 | 3,814,805 | [1] | 3,143,739 | [1] | |
Subscription receivable | 0 | (100,000) | [1] | 0 | [1] | |
Accumulated deficit | (2,493,662) | (1,918,462) | [1] | (1,109,228) | [1] | |
Accumulated other comprehensive income (loss) | (1,070) | 1,445 | [1] | (2,349) | [1] | |
Shareholders' equity attributable to Roivant Sciences Ltd. | 1,865,720 | 1,797,788 | [1] | 2,032,162 | [1] | |
Noncontrolling interests | 381,542 | 241,726 | [1] | 54,042 | [1] | |
Total shareholders' equity | [2] | 2,247,262 | 2,039,514 | [1] | 2,086,204 | [1] |
Total liabilities, redeemable noncontrolling interest and shareholders' equity | $ 2,799,375 | $ 2,589,692 | [1] | $ 2,477,051 | [1] | |
[1] | Retroactively restated for the stock subdivision as described in Note 1. | |||||
[2] | Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Long term debt accounted under fair value option | $ 171,900 | $ 150,100 | $ 89,100 |
Common stock, par or stated value per share | $ 0.00 | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 | 7,000,000,000 |
Common stock, shares issued | 692,012,183 | 651,576,293 | 628,779,048 |
Common stock, shares outstanding | 692,012,183 | 651,576,293 | 628,779,048 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||||||||
Revenue, net | $ 24,341 | $ 5,750 | $ 46,063 | $ 8,649 | $ 23,795 | $ 67,689 | |||||||
Operating expenses: | |||||||||||||
Cost of revenues | 1,384 | 684 | 8,507 | 1,579 | 2,057 | 1,131 | |||||||
Research and development | 153,450 | 202,261 | 486,335 | 358,404 | 832,758 | 263,217 | |||||||
General and administrative | 115,530 | 61,875 | 636,060 | 178,730 | 259,878 | 335,766 | |||||||
Total operating expenses | 270,364 | 264,820 | 1,130,902 | 538,713 | 1,094,693 | 600,114 | |||||||
Loss from operations | (246,023) | (259,070) | (1,084,839) | (530,064) | (1,070,898) | (532,425) | |||||||
Other income (expense): | |||||||||||||
Change in fair value of investments | 38,036 | 18,235 | 14,382 | (107,210) | (95,533) | 136,005 | |||||||
Gain on sale of investment | 0 | 0 | (443,754) | 0 | |||||||||
Change in fair value of debt and liability instruments | 23,017 | 4,304 | 40,747 | 31,577 | 29,845 | (13,722) | |||||||
Gain on termination of Sumitomo Options | 0 | 0 | (66,472) | 0 | |||||||||
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | 0 | 0 | 0 | (115,364) | (115,364) | (107,344) | |||||||
Other expense, net | (1,029) | (5,788) | 2,529 | (3,703) | 8,701 | 13,622 | |||||||
Loss before income taxes | (306,047) | (275,821) | (632,271) | (335,364) | |||||||||
Loss from continuing operations before income taxes | (898,547) | (560,986) | |||||||||||
Income tax expense | 38 | (224) | 532 | 1,708 | 1,686 | 7,124 | |||||||
Loss from continuing operations, net of tax | (900,233) | (568,110) | |||||||||||
Income from discontinued operations, net of tax | 0 | 1,578,426 | |||||||||||
Net (loss) income | (306,085) | [1] | (275,597) | [1] | (632,803) | (337,072) | (900,233) | 1,010,316 | |||||
Net loss attributable to noncontrolling interests | (21,549) | (14,568) | (57,603) | (37,402) | (90,999) | (190,193) | |||||||
Net (loss) income attributable to Roivant Sciences Ltd. | (284,536) | (261,029) | (575,200) | (299,670) | (809,234) | 1,200,509 | |||||||
Amounts attributable to Roivant Sciences Ltd.: | |||||||||||||
Loss from continuing operations, net of tax | (809,234) | (519,394) | |||||||||||
Income from discontinued operations, net of tax | 0 | 1,719,903 | |||||||||||
Net (loss) income attributable to Roivant Sciences Ltd. | $ (284,536) | $ (261,029) | $ (575,200) | $ (299,670) | $ (809,234) | $ 1,200,509 | |||||||
Basic and diluted net (loss) income per common share: | |||||||||||||
Basic and diluted loss from continuing operations | [2] | $ (1.28) | $ (0.93) | ||||||||||
Basic and diluted income from discontinued operations | [2] | 0 | 2.68 | ||||||||||
Net loss per common share—basic and diluted | $ (0.41) | [1] | $ (0.41) | [1] | $ (0.87) | [1] | $ (0.48) | [1] | $ (1.28) | [2] | $ 1.75 | [2] | |
Basic and diluted weighted average shares outstanding: | |||||||||||||
Basic | [2] | 630,046,720 | 640,944,987 | ||||||||||
Diluted | [2] | 630,046,720 | 640,944,987 | ||||||||||
Weighted average shares outstanding—basic and diluted | [1] | 686,589,478 | 629,668,846 | 662,268,788 | 629,076,726 | ||||||||
[1] | Retroactively restated for the stock subdivision as described in Note 3. | ||||||||||||
[2] | Retroactively restated for the stock subdivision as described in Note 1. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Statement of Stockholders' Equity [Abstract] | ||||||||
Net (loss) income | $ (306,085) | [1] | $ (275,597) | [1] | $ (632,803) | $ (337,072) | $ (900,233) | $ 1,010,316 |
Other comprehensive income (loss): | ||||||||
Foreign currency translation adjustment | (2,393) | (5,541) | (2,287) | (7,395) | 3,826 | (5,536) | ||
Total other comprehensive income (loss) | (2,393) | (5,541) | (2,287) | (7,395) | 3,826 | (5,536) | ||
Comprehensive (loss) income | (308,478) | (281,138) | (635,090) | (344,467) | (896,407) | 1,004,780 | ||
Comprehensive loss attributable to noncontrolling interests | (21,591) | (14,303) | (57,375) | (37,069) | (90,967) | (190,862) | ||
Comprehensive (loss) income attributable to Roivant Sciences Ltd. | $ (286,887) | $ (266,835) | $ (577,715) | $ (307,398) | $ (805,440) | $ 1,195,642 | ||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivables [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] | Redeemable Noncontrolling Interest [Member] | Noncontrolling Interest [Member] | ||||||||
Balance, temporary equity at Mar. 31, 2019 | $ 50,130 | |||||||||||||||
Balance at Mar. 31, 2019 | $ 887,169 | $ 0 | $ 3,024,172 | $ 0 | $ 2,518 | $ (2,309,737) | $ 170,216 | |||||||||
Balance, shares at Mar. 31, 2019 | 624,904,938 | |||||||||||||||
Issuance of subsidiary warrants | 907 | 907 | ||||||||||||||
Cash contributions to majority-owned subsidiaries | (4,699) | 4,699 | ||||||||||||||
Issuance of subsidiary convertible and redeemable preferred stock, net | 27,491 | |||||||||||||||
Purchase of subsidiary convertible and redeemable preferred stock | (77,777) | (77,777) | (55,130) | |||||||||||||
Issuance of subsidiary common shares, net | 117,658 | 59,052 | 58,606 | |||||||||||||
Issuance of subsidiary common shares to the Company | (9,962) | 9,962 | ||||||||||||||
Purchase of subsidiary common shares | (65,544) | (62,913) | (2,631) | |||||||||||||
Exercise of subsidiary stock options | 1,407 | 875 | 532 | |||||||||||||
Issuance of the Company's common shares | 999,193 | 999,193 | ||||||||||||||
Issuance of the Company's common shares, shares | 78,867,360 | |||||||||||||||
Repurchase of common shares and other equity instruments | (990,014) | (990,014) | ||||||||||||||
Repurchase of common shares and other equity instruments, shares | (74,986,605) | |||||||||||||||
Sale of interests in subsidiaries | (43,398) | (43,398) | ||||||||||||||
Issuance of equity by subsidiary upon Business Combination and recapitalization | 104,686 | 69,379 | 35,307 | |||||||||||||
Issuance of equity by subsidiary to the Company upon Business Combination and recapitalization | (2,559) | 2,559 | ||||||||||||||
Conversion of subsidiary convertible promissory notes | 33,087 | 21,928 | 11,159 | |||||||||||||
Issuance of equity instruments | 24,842 | 24,842 | ||||||||||||||
Settlement in equity of liability-classified instruments | 13,119 | 13,119 | ||||||||||||||
Share-based compensation, shares | (6,645) | |||||||||||||||
Deconsolidation of subsidiary | (46,483) | (46,483) | ||||||||||||||
Share-based compensation | 122,572 | 79,103 | 43,469 | |||||||||||||
Foreign currency translation adjustment | (5,536) | (4,867) | (669) | |||||||||||||
Net loss (income) | 1,010,316 | 1,200,509 | (190,193) | |||||||||||||
Balance, temporary equity at Mar. 31, 2020 | 22,491 | |||||||||||||||
Balance at Mar. 31, 2020 | 2,086,204 | [1],[2] | $ 0 | 3,143,739 | [2] | 0 | (2,349) | [2] | (1,109,228) | [2] | 22,491 | [2] | 54,042 | [2] | ||
Balance, shares at Mar. 31, 2020 | [2] | 628,779,048 | ||||||||||||||
Cash contributions to majority-owned subsidiaries | [2] | 0 | (149) | 149 | ||||||||||||
Issuance of subsidiary common shares, net | [2] | 181,180 | 104,581 | 76,599 | ||||||||||||
Issuance of subsidiary common shares to the Company | [2] | 0 | (6,342) | 6,342 | ||||||||||||
Exercise of subsidiary stock options | [2] | 63 | 36 | 27 | ||||||||||||
Deconsolidation of subsidiary | [2] | (3,054) | (3,054) | |||||||||||||
Repurchase of equity awards | [2] | (113) | (113) | 0 | ||||||||||||
Share-based compensation | [2] | 14,278 | 9,285 | 4,993 | ||||||||||||
Foreign currency translation adjustment | [2] | (820) | (854) | 34 | ||||||||||||
Net loss (income) | [2] | (7,977) | (3,243) | (4,734) | ||||||||||||
Balance at Jun. 30, 2020 | [2] | 2,269,761 | 3,251,037 | (3,203) | (1,112,471) | 22,491 | 134,398 | |||||||||
Balance, shares at Jun. 30, 2020 | [2] | 628,779,048 | ||||||||||||||
Balance, temporary equity at Mar. 31, 2020 | 22,491 | |||||||||||||||
Balance at Mar. 31, 2020 | 2,086,204 | [1],[2] | $ 0 | 3,143,739 | [2] | 0 | (2,349) | [2] | (1,109,228) | [2] | 22,491 | [2] | 54,042 | [2] | ||
Balance, shares at Mar. 31, 2020 | [2] | 628,779,048 | ||||||||||||||
Net loss (income) | (337,072) | |||||||||||||||
Balance at Dec. 31, 2020 | [2] | 2,171,268 | 3,383,618 | (10,077) | (1,408,898) | 22,491 | 206,625 | |||||||||
Balance, shares at Dec. 31, 2020 | [2] | 630,166,529 | ||||||||||||||
Balance, temporary equity at Mar. 31, 2020 | 22,491 | |||||||||||||||
Balance at Mar. 31, 2020 | 2,086,204 | [1],[2] | $ 0 | 3,143,739 | [2] | 0 | (2,349) | [2] | (1,109,228) | [2] | 22,491 | [2] | 54,042 | [2] | ||
Balance, shares at Mar. 31, 2020 | [2] | 628,779,048 | ||||||||||||||
Cash contributions to majority-owned subsidiaries | (1,642) | 1,642 | ||||||||||||||
Issuance of subsidiary common shares, net | 456,097 | 324,995 | (100,000) | 231,102 | ||||||||||||
Issuance of subsidiary common shares to the Company | (11,692) | 11,692 | ||||||||||||||
Issuance of the Company's common shares | 301,744 | $ 0 | 301,744 | 0 | 0 | 0 | 0 | 0 | ||||||||
Issuance of the Company's common shares, shares | 21,077,155 | |||||||||||||||
Exercise of subsidiary stock options and vesting of subsidiary restricted stock units | 907 | 522 | 385 | |||||||||||||
Share-based compensation, shares | 1,720,090 | |||||||||||||||
Deconsolidation of subsidiary | (3,054) | (3,054) | ||||||||||||||
Consolidation of unconsolidated entity | 9,178 | 9,178 | ||||||||||||||
Repurchase of equity awards | (113) | (113) | ||||||||||||||
Share-based compensation | 84,958 | 57,252 | 27,706 | |||||||||||||
Foreign currency translation adjustment | 3,826 | 3,794 | 32 | |||||||||||||
Net loss (income) | (900,233) | (809,234) | (90,999) | |||||||||||||
Balance, temporary equity at Mar. 31, 2021 | 22,491 | |||||||||||||||
Balance at Mar. 31, 2021 | 2,039,514 | [1],[2] | $ 0 | 3,814,805 | [2] | (100,000) | [2] | 1,445 | [2] | (1,918,462) | [2] | 22,491 | [2] | 241,726 | [2] | |
Balance, shares at Mar. 31, 2021 | [2] | 651,576,293 | ||||||||||||||
Balance at Jun. 30, 2020 | [2] | 2,269,761 | 3,251,037 | (3,203) | (1,112,471) | 22,491 | 134,398 | |||||||||
Balance, shares at Jun. 30, 2020 | [2] | 628,779,048 | ||||||||||||||
Cash contributions to majority-owned subsidiaries | [2] | 0 | (124) | 124 | ||||||||||||
Issuance of subsidiary common shares, net | [2] | 175,917 | 101,418 | 74,499 | ||||||||||||
Issuance of subsidiary common shares to the Company | [2] | 0 | (5,318) | 5,318 | ||||||||||||
Exercise of subsidiary stock options | [2] | 119 | 69 | 50 | ||||||||||||
Consolidation of unconsolidated entity | [2] | 9,178 | 9,178 | |||||||||||||
Transfer (from) to noncontrolling interest | [2] | (255) | 255 | |||||||||||||
Share-based compensation | [2] | 13,914 | 8,208 | 5,706 | ||||||||||||
Foreign currency translation adjustment | [2] | (1,034) | (1,068) | 34 | ||||||||||||
Net loss (income) | [2] | (53,498) | (35,398) | (18,100) | ||||||||||||
Balance at Sep. 30, 2020 | [2] | 2,414,357 | 3,355,035 | (4,271) | (1,147,869) | 22,491 | 211,462 | |||||||||
Balance, shares at Sep. 30, 2020 | [2] | 628,779,048 | ||||||||||||||
Exercise of subsidiary stock options | [2] | 725 | 417 | 308 | ||||||||||||
Issuance of the Company's common shares | [2] | 20,000 | 20,000 | |||||||||||||
Issuance of the Company's common shares, shares | [2] | 1,387,481 | ||||||||||||||
Transfer (from) to noncontrolling interest | [2] | 0 | (73) | 73 | ||||||||||||
Share-based compensation | [2] | 17,324 | 8,239 | 9,085 | ||||||||||||
Foreign currency translation adjustment | [2] | (5,541) | (5,806) | 0 | 265 | |||||||||||
Net loss (income) | [2] | (275,597) | (261,029) | (14,568) | ||||||||||||
Balance at Dec. 31, 2020 | [2] | 2,171,268 | 3,383,618 | (10,077) | (1,408,898) | 22,491 | 206,625 | |||||||||
Balance, shares at Dec. 31, 2020 | [2] | 630,166,529 | ||||||||||||||
Balance at Mar. 31, 2021 | 2,039,514 | [1],[2] | $ 0 | 3,814,805 | [2] | (100,000) | [2] | 1,445 | [2] | (1,918,462) | [2] | 22,491 | [2] | 241,726 | [2] | |
Balance, shares at Mar. 31, 2021 | [2] | 651,576,293 | ||||||||||||||
Issuance of subsidiary warrants | [2] | 2,075 | 2,051 | 24 | ||||||||||||
Cash contributions to majority-owned subsidiaries | [2] | 0 | (2,973) | 2,973 | ||||||||||||
Share-based compensation | [2] | 19,269 | 11,091 | 8,178 | ||||||||||||
Foreign currency translation adjustment | [2] | (2,439) | (2,652) | 213 | ||||||||||||
Net loss (income) | [2] | (101,078) | (82,183) | (18,895) | ||||||||||||
Balance at Jun. 30, 2021 | [2] | 1,957,341 | 3,824,974 | (100,000) | (1,207) | (2,000,645) | 22,491 | 234,219 | ||||||||
Balance, shares at Jun. 30, 2021 | [2] | 651,576,293 | ||||||||||||||
Balance, temporary equity at Mar. 31, 2021 | 22,491 | |||||||||||||||
Balance at Mar. 31, 2021 | 2,039,514 | [1],[2] | $ 0 | 3,814,805 | [2] | (100,000) | [2] | 1,445 | [2] | (1,918,462) | [2] | 22,491 | [2] | 241,726 | [2] | |
Balance, shares at Mar. 31, 2021 | [2] | 651,576,293 | ||||||||||||||
Net loss (income) | (632,803) | |||||||||||||||
Balance at Dec. 31, 2021 | [2] | 2,247,262 | 4,360,452 | (1,070) | (2,493,662) | 22,491 | 381,542 | |||||||||
Balance, shares at Dec. 31, 2021 | [2] | 692,012,183 | ||||||||||||||
Balance at Jun. 30, 2021 | [2] | 1,957,341 | 3,824,974 | (100,000) | (1,207) | (2,000,645) | 22,491 | 234,219 | ||||||||
Balance, shares at Jun. 30, 2021 | [2] | 651,576,293 | ||||||||||||||
Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs | [2] | 129,097 | 129,097 | |||||||||||||
Issuance of the Company's common shares upon closing of Business Combination and PIPE Financing, net of issuance costs (in shares) | [2] | 32,372,478 | ||||||||||||||
Issuance of the Company's common shares related to settlement of transaction consideration (in shares) | [2] | 840,398 | ||||||||||||||
Issuance of subsidiary preferred shares | [2] | 70,000 | 70,000 | |||||||||||||
Issuance of subsidiary common and preferred shares to the Company | [2] | 0 | (52,189) | 52,189 | ||||||||||||
Payment of subscription receivable | [2] | 100,000 | (40,000) | $ 100,000 | 40,000 | |||||||||||
Cash contributions to majority-owned subsidiaries | [2] | 0 | (2,590) | 2,590 | ||||||||||||
Repurchase of equity awards | [2] | (2,247) | (2,247) | |||||||||||||
Share-based compensation | [2] | 397,312 | 386,568 | 10,744 | ||||||||||||
Foreign currency translation adjustment | [2] | 2,545 | 2,488 | 57 | ||||||||||||
Net loss (income) | [2] | (225,640) | (208,481) | (17,159) | ||||||||||||
Balance at Sep. 30, 2021 | [2] | 2,428,408 | 4,245,860 | 1,281 | (2,209,126) | 22,491 | 390,393 | |||||||||
Balance, shares at Sep. 30, 2021 | [2] | 684,789,169 | ||||||||||||||
Cash contributions to majority-owned subsidiaries | [2] | 0 | (1,175) | 1,175 | ||||||||||||
Issuance of the Company's common shares | [2] | 56,116 | 56,116 | |||||||||||||
Issuance of the Company's common shares, shares | [2] | 7,223,014 | ||||||||||||||
Share-based compensation | [2] | 71,216 | 59,651 | 11,565 | ||||||||||||
Foreign currency translation adjustment | [2] | (2,393) | (2,351) | 0 | (42) | |||||||||||
Net loss (income) | [2] | (306,085) | (284,536) | (21,549) | ||||||||||||
Balance at Dec. 31, 2021 | [2] | $ 2,247,262 | $ 4,360,452 | $ (1,070) | $ (2,493,662) | $ 22,491 | $ 381,542 | |||||||||
Balance, shares at Dec. 31, 2021 | [2] | 692,012,183 | ||||||||||||||
[1] | Retroactively restated for the stock subdivision as described in Note 1. | |||||||||||||||
[2] | Retroactively restated for the stock subdivision as described in Note 3. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (632,803) | $ (337,072) | $ (900,233) | $ 1,010,316 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Acquired in-process research and development | 78,223 | 65,175 | 351,523 | 16,405 |
Share-based compensation | 487,797 | 45,516 | 84,958 | 122,572 |
Change in fair value of investments | 14,382 | (107,210) | (95,533) | 136,005 |
Gain on sale of investment | (443,754) | 0 | ||
Change in fair value of debt and liability instruments | 40,747 | 31,577 | 29,845 | (13,722) |
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 | 3,750 | 21,386 |
Other | 8,469 | 2,398 | 13,152 | 31,821 |
Unrealized foreign currency translation adjustment | (2,287) | (7,395) | 3,826 | (5,536) |
Gain on sale of business | 0 | (1,985,949) | ||
Gain on deconsolidation of subsidiary and consolidation of unconsolidated entity | 0 | (115,364) | (115,364) | (107,344) |
Changes in assets and liabilities, net of effects from acquisition and divestiture: | ||||
Accounts payable | 3,693 | (2,702) | 3,752 | 6,598 |
Accrued expenses | 35,576 | (1,004) | 9,225 | 14,845 |
Deferred consideration liability | (50,000) | 0 | 100,000 | 0 |
Operating lease liabilities | (6,171) | (3,806) | (5,497) | (8,419) |
Other | (4,947) | (27,329) | (35,542) | 2,272 |
Net cash used in operating activities | (530,260) | (446,071) | (552,138) | (758,750) |
Cash flows from investing activities: | ||||
Cash disposed upon deconsolidation of subsidiary | 0 | (19,085) | (19,085) | (20,049) |
Cash acquired upon consolidation of unconsolidated entity | 0 | 21,439 | 21,439 | 0 |
Investments in unconsolidated entities | 0 | (28,250) | (28,250) | (36,300) |
Proceeds from sale of investment | 320,170 | 0 | ||
Purchase of property and equipment | (11,173) | (1,716) | (5,806) | (4,916) |
Proceeds from sale of business, net of cash disposed | 0 | 1,772,191 | ||
Purchase of marketable securities | 0 | (32,076) | ||
Maturity of marketable securities | 0 | 16,440 | ||
Acquisitions, net of cash acquired | 0 | (500) | ||
Net cash (used in) provided by investing activities | 308,997 | (27,612) | (31,702) | 1,694,790 |
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 | 356,756 | 455,756 | 117,658 |
Proceeds from payment of subscription receivable | 100,000 | 0 | ||
Proceeds from subsidiary debt financings, net of financing costs paid | 36,400 | 0 | 0 | 83,781 |
Payment of deferred offering and loan origination costs | 0 | (300) | ||
Repurchase of equity awards | (2,247) | (113) | (113) | (990,014) |
Proceeds from exercise of subsidiary stock options | 0 | 907 | 907 | 1,407 |
Proceeds from issuance of the Company's common shares, net | 0 | 999,193 | ||
Proceeds from issuance of liability instruments | 0 | 101,567 | ||
Proceeds from issuance of equity by subsidiary upon Business Combination and recapitalization | 0 | 105,930 | ||
Purchase of subsidiary common shares | 0 | (65,544) | ||
Proceeds from issuance of subsidiary convertible and redeemable preferred stock, net | 0 | 28,455 | ||
Purchase of subsidiary convertible and redeemable preferred stock | 0 | (132,907) | ||
Repayment of long-term debt by subsidiary | (21,590) | 0 | 0 | (32,063) |
Offering costs paid | (286) | (3,082) | ||
Net cash provided by financing activities | 305,722 | 357,550 | 456,264 | 214,081 |
Payment of offering and loan origination costs | (20,265) | 0 | ||
Net change in cash, cash equivalents and restricted cash | 84,459 | (116,133) | (127,576) | 1,150,121 |
Cash, cash equivalents and restricted cash at beginning of period | 2,141,676 | 2,269,252 | 2,269,252 | 1,119,131 |
Cash, cash equivalents and restricted cash at end of period | 2,226,135 | 2,153,119 | 2,141,676 | 2,269,252 |
Non-cash investing and financing activities: | ||||
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities | 4,806 | 1,549 | 5,491 | 56,025 |
Offering costs included in accounts payable and accrued expenses | 31 | 0 | ||
Operating lease right-of-use assets and operating lease liabilities, including amounts reclassified from other current liabilities and other liabilities to operating lease liabilities, recognized upon the adoption of ASC 842, Leases, on April 1, 2019 | 0 | 43,026 | ||
Subscription receivable related to issuance of subsidiary common shares | 100,000 | 0 | ||
Conversion of subsidiary convertible promissory notes to common shares | 0 | 32,500 | ||
Other | $ 0 | $ (4,351) | (960) | 3,601 |
Supplemental disclosure of cash paid: | ||||
Income taxes paid | 4,076 | 4,936 | ||
Interest paid | $ 2,017 | $ 12,158 |
Description of Business and Liq
Description of Business and Liquidity | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 ticker 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 December 31, 2021, the Company had cash and cash equivalents of approximately $2.2 billion and its accumulated deficit was approximately $2.5 billion. For the nine months ended December 31, 2021 and 2020, the Company incurred net losses of $ 632.8 337.1 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. | 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 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2021, the Company had cash and cash equivalents of approximately $2.1 billion and its accumulated deficit was approximately $1.9 billion. For the years ended March 31, 2021 and 2020, the Company incurred losses from continuing operations of $900.2 million and $568.1 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 consolidated financial statements. (C) Business Combination with MAAC and Stock Subdivision 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 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 with MAAC 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. On the Closing Date prior to the effective time of the Merger, RSL effected a 2.9262-for-1 and net loss per share available to holders of the Company’s common stock, prior to the business combination with MAAC, have been retroactively restated as shares reflecting the fixed exchange ratio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 United States 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. 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 nine months ended December 31, 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. 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 Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands): December 31, 2021 March 31, 2021 Cash and cash equivalents $ 2,214,283 $ 2,055,044 Restricted cash 11,852 86,632 Cash, cash equivalents and restricted cash $ 2,226,135 $ 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 Investments in equity securities may 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 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, (as defined and discussed in Note 4, “Investments”); 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. In October 2021, shares of Arbutus’ Series A participating convertible preferred shares (“Arbutus Preferred Shares”) held by the Company were converted into shares of common stock of Arbutus pursuant to mandatory conversion provisions. Prior to conversion, the Arbutus Preferred Shares held by the Company were classified as Level 2 as the fair value of such preferred shares was determined based upon the quoted market price of Arbutus common stock into which such preferred shares were convertible. The shares of common stock of Datavant (as defined and discussed in Note 4, “Investments”) 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 the 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 was based on a fixed monetary amount, and payment was based solely on the passage of time. The deferred consideration liability was settled in November 2021 by payment of $50.0 million in cash as well as the issuance of 6,348,057 of the Company’s common shares. 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 carrying value of 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 | 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 audited consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 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 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 consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its 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. Additionally, the Company concluded that the disposition of RSL’s ownership interests in Myovant Sciences Ltd. (“Myovant”), Urovant Sciences Ltd. (“Urovant”), Enzyvant Therapeutics Ltd. (“Enzyvant”), Altavant Sciences Ltd. (“Altavant”), and Spirovant Sciences Ltd. (“Spirovant”) (collectively, the “Sumitovant Vants”), pursuant to the transaction agreement entered into with Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) on October 31, 2019 (the “Sumitomo Transaction Agreement”) that closed on December 27, 2019 (the “Sumitomo Transaction”), met the requirements to be presented as discontinued operations. As such, results relating to the transferred interests prior to disposition are classified as discontinued operations in prior period consolidated financial statements. See Note 5, “Sumitomo Transaction Agreement” and Note 6, “Discontinued Operations” for further discussion. Certain prior year amounts were reclassified to conform to current year presentation. 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 the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted non-interest Cash as reported in the accompanying consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying consolidated balance sheets as follows (in thousands): March 31, 2021 March 31, 2020 Cash and cash equivalents $ 2,055,044 $ 2,183,207 Restricted cash 86,632 86,045 Cash, cash equivalents and restricted cash $ 2,141,676 $ 2,269,252 (F) Trade Receivables, Net The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay and any amounts determined to off (G) 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. (H) Property and Equipment Property and equipment, consisting primarily of computers, equipment, furniture and fixtures, software, and leasehold improvements, is recorded at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets once the asset has been placed in service. Leasehold improvements are amortized using the straight-line method over the estimated useful life or remaining lease term, whichever is shorter. The following table provides the range of estimated useful lives used for each asset type: Property and Equipment Estimated Useful Life Computers 3 years Equipment 5 years Furniture and fixtures 7 years Software 3 years Leasehold improvement s Lesser of estimated useful life or remaining lease term The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. (I) 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, net” on the 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 3, “Investments.” (J) 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 (K) General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of employee-related expenses for G&A personnel, including those responsible for the identification and acquisition or in-license in-license (L) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company’s deferred tax assets will be realizable. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. (M) Share-Based Compensation Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method. The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for pre-vesting As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares for RSL and privately held Vants. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercises reasonable judgment and considers numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considers factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions, the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions. (N) 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”); liability instruments issued, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt. 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 liability instruments issued, including the Sumitomo Options, are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. 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. (O) Foreign Currency Assets and liabilities of foreign operations are translated using exchange rates in effect at the balance sheet date and their results of operations are translated using average exchange rates for the year. Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Adjustments resulting from the translation of the financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of shareholders’ equity. Foreign exchange transaction gains and losses are included in “Other expense, net” in the Company’s statements of operations. (P) Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below. • Licenses of intellectual property: non-refundable, non-refundable, • Milestone payments: re-evaluates catch-up • Royalties and commercial milestone payments: pre-specified Revenue is also generated by certain technology-focused Vants from subscription and service-based fees recognized for the use of certain technology developed by these Vants. Subscription revenue is recognized ratably over the contract period. (Q) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13”), No. 2016-13 the existing incurred loss impairment model with an expected loss available-for-sale No. 2016-13 No. 2016-13 on (R) Recently Issued Accounting Pronouncements Not Yet Adopted 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 | 9 Months Ended |
Dec. 31, 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 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 November 9, 2021, the date on which the registration statement on Form S-1 Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the 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- 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 The lock-up thirty months 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 require 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. 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. 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 |
Investments
Investments | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | ||
Investments | Note 4—Investments Investment in Arbutus RSL owns 38,847,462 shares of common stock of Arbutus, following the mandatory conversion of 1,164,000 Arbutus Preferred Shares held by RSL into 22,833,922 shares of Arbutus common stock in October 2021 in accordance with the terms of the subscription agreement entered into by RSL and Arbutus in October 2017. The Company accounts for its investment in Arbutus as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Arbutus is considered a related party of the Company. At December 31, 2021, RSL held approximately 27% of issued and outstanding shares of Arbutus. At December 31, 2021 and March 31, 2021, the aggregate fair value of the RSL investment in Arbutus was $151.1 million and $129.4 million, respectively. During the three and nine months ended December 31, 2021, the Company recognized an unrealized loss of $15.6 million and unrealized gain of $21.7 million, respectively, on its investments in Arbutus in the accompanying condensed consolidated statements of operations. During the three and nine months ended December 31, 2020, the Company recognized unrealized gains on its investments in Arbutus of $16.3 million and $98.7 million, respectively, in the accompanying condensed consolidated statements of operations. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on December 31, 2021 and March 31, 2021 of $3.89 and $3.33, respectively. 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 December 31, 2021, RSL held approximately 25% of Sio’s issued and outstanding common shares. At December 31, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $24.0 million and $48.5 million, respectively. During the three and nine months ended December 31, 2021, the Company recognized unrealized losses on its investment in Sio of $16.3 million and $24.5 million, respectively, in the accompanying condensed consolidated statements of operations. During the three and nine months ended December 31, 2020, the Company recognized an unrealized loss of $34.2 million and an unrealized gain of $6.3 million, respectively, on its investment in Sio 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 December 31, 2021 and March 31, 2021 of $1.29 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 nine months ended December 31, 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 the Company’s 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 nine months ended December 31, 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 December 31, 2021 and July 27, 2021, the fair value of the Company’s investment was $215.7 million and $224.1 million, respectively, with the Company recognizing unrealized losses on its investment of $4.3 million and $8.4 million, respectively, for the three and nine months ended December 31, 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 $7.9 million and $11.1 million as of December 31, 2021 and March 31, 2021, respectively. | Note 3—Investments (A) Investments Measured at Fair Value 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 After conversion of the Arbutus Preferred Shares into common shares, based on the number of Arbutus’s common shares outstanding on October 2, 2017, the Company would hold 49.90% of Arbutus’s common shares. In addition, the Company agreed to a four-year standstill to not acquire greater than 49.99% of common shares or securities convertible into common shares of Arbutus. At March 31, 2021 and 2020, the aggregate fair value of the Company’s investment in Arbutus was $129.4 million and $39.2 million, respectively, with the Company recognizing an unrealized gain on its investments in Arbutus of $90.2 million and an unrealized loss of $99.9 million in the accompanying consolidated statements of operations for the years ended March 31, 2021 and 2020, respectively. 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 March 31, 2021 and 2020 of $3.33 and $1.01, respectively. 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 Company recognized a gain on deconsolidation of $107.3 million in the accompanying consolidated statements of operations for the year ended March 31, 2020. The fair value option was elected to continuously remeasure the investment to fair value each reporting period after the initial measurement. At March 31, 2021 and 2020, the fair value of the Company’s investment in Sio was $48.5 million $ million and an unrealized loss of $ million in the accompanying consolidated statements of operations for the years ended March , and , respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on March , and of $ and $ , respectively. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $11.1 million and $8.9 million as of March 31, 2021 and 2020, respectively. (B) Investment Accounted for Using Measurement Alternative 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. The Company accounts for its investment in Datavant using the measurement alternative to fair value. The investment will be remeasured upon future 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 consolidated statements of operations for the year ended March 31, 2021. 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. At March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million. |
Asset Acquisitions and License
Asset Acquisitions and License Agreements | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Business Combinations [Abstract] | ||
Asset Acquisitions and License Agreements | Note 5—Asset Acquisitions and License Agreements Priovant In September 2021, Priovant, Inc. (“Priovant”) in-licensed payment; and $2.1 million relating to other obligations. The acquired rights, which included the licensed rights, starting materials and in-process in-process Additionally, Priovant agreed to pay a future sales-based milestone payment and tiered royalties based on sales in the US and certain specified territories. Hemavant In November 2021, Pharmavant 7 GmbH (“Hemavant”), a wholly owned subsidiary of the Company, entered into a license agreement with Eisai Co., Ltd. (“Eisai”) (the “Eisai License Agreement”). Pursuant to the Eisai License Agreement, Eisai granted Hemavant (i) an exclusive, worldwide, sublicensable, royalty-bearing license under certain patents and know-how non-exclusive, know-how RVT-2001 RVT-2001 sub-teens The transaction was accounted for as an asset acquisition as the acquired assets did not meet the definition of a business. The acquired rights, which include the licensed rights and in-process in-process | Note 4—Asset Acquisitions and License Agreements During the years ended March 31, 2021 and 2020, the Company, directly or indirectly through Vants, completed the following key asset acquisitions and license agreements. The Company evaluated the below agreements, except the collaboration and license agreement entered into between Dermavant and Japan Tobacco Inc. that is evaluated separately below, and determined that the acquired assets did not meet the definition of a business as substantially all the fair value of the assets acquired were concentrated in a single asset or group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of an assembled workforce and early stage of development and thus, each transaction was accounted for as an asset acquisition. The Company then evaluated whether each in- process in-process Dermavant In August 2018, Dermavant acquired the worldwide rights (other than with respect to certain rights in China) to tapinarof, an investigational therapeutic aryl hydrocarbon receptor modulating agent for the treatment of psoriasis and atopic dermatitis, from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”). GSK previously acquired rights to a predecessor formulation of tapinarof from Welichem Biotech Inc. (“Welichem”) pursuant to an asset Co-Investment In January 2020, Dermavant entered into a collaboration and license agreement with Japan Tobacco Inc. (“JT”) for exclusive rights to develop, register, and market tapinarof in Japan for the treatment of dermatological diseases and conditions, including psoriasis and atopic dermatitis. In conjunction with this agreement, JT executed an exclusive license agreement with its subsidiary, Torii Pharmaceutical Co., Ltd., for co-development The Company evaluated the collaboration and license agreement and concluded that JT is a customer. The Company’s performance obligations under the agreement are the following: (i) an exclusive license to JT of the right to develop, register and market tapinarof in Japan and (ii) the associated transfer to JT of technology and know-how know-how know-how Based on management’s evaluation, the non-refundable, up-front not been recognized because of the inherent uncertainty of the occurrence of the future events and because it is highly susceptible to factors outside of the Company’s control. Any consideration related to potential royalty payments will be recognized when the related sales occur, since these amounts have been determined to relate predominantly to the license granted to JT and therefore are recognized at the later of when the performance obligations are satisfied or the related sales occur. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Upon transfer of the technology and know-how related to the license, the Company recognized the $ million non-refundable upfront payment as license revenue in the accompanying consolidated statements of operations for the year ended March , . Genevant In July 2020, RSL increased its investment in Genevant Sciences Ltd. (“Genevant”) as part of a recapitalization transaction (the “Recapitalization”). Genevant, an entity focused on the discovery, development, and commercialization of a broad range of RNA-based Pursuant to the Recapitalization, the following transactions were completed: • Genevant issued 74,272,043 common shares to RSL for an aggregated purchase price of $20.5 million; • $15.1 million aggregate principal amount of the Genevant Outstanding Notes were converted into 54,526,549 common shares; and • Genevant issued 9,057,566 common shares to Arbutus for an aggregated purchase price of $2.5 million. Following the Recapitalization, RSL held an 82.9% controlling interest in Genevant. Concurrent with the Recapitalization, the composition of Genevant’s Board of Directors was restructured to include two directors designated by RSL and one director who is a senior officer of Genevant. As a result of the Recapitalization and changes to the bye-laws, The transactions completed as part of the Recapitalization represent an acquisition achieved in stages, which required the remeasurement of RSL’s previously held interest in Genevant. As such, RSL’s investments in Genevant were remeasured to fair value of $28.8 million, also resulting in a gain of $28.8 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. Along with the fair value of noncontrolling interests in Genevant of $9.2 million and cash paid of $20.5 million for common shares of Genevant as part of the Recapitalization, total consideration paid was $58.5 million. Of this amount, $41.4 million was attributed to in-process Proteovant In November 2020, Proteovant Sciences, Inc. (formerly known as Pharmavant 5, Inc.) (“ProteoVant”) entered into a stock purchase agreement to acquire Oncopia Therapeutics, Inc. (“Oncopia”), a preclinical biotechnology company developing small molecule protein degraders primarily against certain oncology targets. Upfront proceeds to Oncopia’s shareholders were $105.0 million, prior to certain adjustments in accordance with the terms of the agreement. Proteovant is also obligated to make future development and commercial milestone payments of up to $100.0 million for the first product targeting each of the two specified initial targets, and up to $51.0 million for the first product targeting each of certain specified additional molecular targets. Additionally, the Company’s investments in promissory notes issued by Oncopia for an aggregate principal amount of $11.5 million were settled through either conversion to equity or cancellation. Oncopia’s intellectual property was developed by the University of Michigan laboratory run by Oncopia’s co-founder “Co-Founder”). low- mid-single The Co-Founder’s on-going Lastly, in connection with the acquisition of Oncopia, the Co-Founder Co-Founder Co-Founder During the year ended March 31, 2021, the Company recorded $116.5 million, relating to the net upfront cash payment of $101.2 million, settlement of promissory notes receivable, including accrued interest, of $11.9 million, and fair value of future contingent consideration payments of $3.4 million, as research and development expense in the accompanying consolidated statements of operations. In December 2020, RSL, Proteovant and SK, Inc. (formerly known as SK Holdings Co., Ltd.) (“SK”) entered into a subscription agreement (the “Subscription Agreement”) 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. In January 2021, in accordance with the terms of the Subscription Agreement, SK made the first payment of $100.0 million to Proteovant. A second $100.0 million payment is expected to be made by SK to Proteovant on or about July 12, 2021, the date six months from the closing date. The second $100.0 million payment is classified as a subscription receivable in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of March 31, 2021. Affivant In November 2020, RSL and its indirect subsidiary Affivant Sciences GmbH (“Affivant”) entered into a licensing and strategic collaboration agreement with Affimed N.V. (“Affimed”) to develop and commercialize novel innate cell engagers for multiple cancer targets in exchange for consideration that includes $40.0 million in upfront cash and pre-paid Acquisition of Silicon Therapeutics In March 2021, the Company completed the acquisition of the business of Silicon Therapeutics, LLC (“SiTX”), a physics-driven computational drug discovery company, for total consideration of approximately $450.0 million, with additional cash payments payable subject to the satisfaction of certain regulatory and commercial milestones. This acquisition did not include one of SiTX’s subsidiaries, Silicon SWAT, Inc. Approximately $350.0 million of the consideration was payable primarily in the Company’s common stock at or near closing of the acquisition (the “First Tranche”). At closing of the acquisition, the Company issued 21,409,764 common shares and paid approximately $14.0 million in cash, net of cash received, to SiTX after giving effect to certain transaction adjustments and holdbacks. The remainder of the First Tranche is expected to be paid in a combination of common shares and cash as certain holdbacks are released. Approximately $100.0 million (the “Second Tranche Consideration”) is payable to SiTX on the earlier of (x) approximately 30 to 60 days following the public listing of the Company’s common shares, in either cash or common shares (at the Company’s election), and (y) 12 months following the closing of the acquisition, in cash. The transaction was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset, IPR&D related to the computational drug discovery platform that designs and develops small molecule therapeutics. For accounting purposes, the fair value of consideration transferred was $402.4 million, consisting of $281.7 million relating to the fair value of common shares issued upfront and expected to be issued shortly thereafter; $105.1 million relating to the fair value of liabilities due to the sellers, including the Second Tranche Consideration, future contingent consideration payments, and closing consideration to be paid in cash; and cash of $15.6 million paid at closing. Of this amount, $399.6 million was attributed to IPR&D, which was determined to have no alternative future use. Accordingly, the Company recorded $399.6 million as research and development expense in the accompanying consolidated statement of operations for the year ended March 31, 2021. In connection with the transaction, the vesting of certain outstanding SiTX share-based compensation awards held by employees of SiTX was discretionarily accelerated at closing. As a result, the Company recorded share-based compensation expense of $23.5 million in the accompanying consolidated statements of operations for the year ended March 31, 2021. In addition, certain share-based compensation awards of SiTX were exchanged with restricted common stock of the Company, subject to certain service-based vesting requirements, with a fair value of $22.6 million. Of this amount, $15.6 million was attributed to precombination service and therefore included in the total fair value of consideration transferred. Refer to Note 11, “Share-Based Compensation,” for additional detail regarding this restricted common stock. |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 78,867,360 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 $0.2 million and $0.8 million, net of amounts billed by Sumitovant to RSL, during the three and nine months ended December 31, 2021, respectively. During the three and nine months ended December 31, 2020, RSL billed Sumitovant $0.3 million and $1.1 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 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 December 31, 2021 and 2020, there were 5,134,088 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 | Note 5—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement. Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant, Urovant, Enzyvant, Altavant, and Spirovant to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the (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 78,867,360 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash, resulting in a gain of $2.0 billion after taking into account all of the components of the transaction. Additionally, on the Sumitomo Closing Date, $75.0 million of the consideration was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. Upon the expiration of the escrow period, being 18 months from the Sumitomo Closing Date, any remaining escrow funds will be disbursed to RSL. As of March 31, 2021, the Company does not believe that a reasonably possible loss of the funds in the escrow account exists. As such, the full escrow amount of $75.0 million was recorded by the Company as restricted cash on the accompanying consolidated balance sheets as of March 31, 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved a repurchase of RSL’s equity securities for up to $1.0 billion of the proceeds received from Sumitomo. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for further detail. In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments with an aggregate fair value of $39.1 million to these employees, of which $24.8 million was classified within shareholders’ equity and $14.3 million was classified as a liability. The liability classified awards were subsequently surrendered and exchanged for cash and other newly issued equity as part of the repurchase in March 2020. The remaining instruments vest based on the achievement of time-based, performance or liquidity event requirements. As of March 31, 2021 and 2020, there were 5,458,543 and 5,504,124 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In June 2021, RSL completed a transaction with Sumitomo pursuant to which Sumitomo terminated its existing options to acquire RSL’s equity interests in certain of its subsidiaries. See Note 19, “Subsequent Events” for additional information. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 6—Discontinued Operations As a result of the Sumitomo Transaction Agreement, see Note 5, “Sumitomo Transaction Agreement,” the financial results of the Sumitovant Vants are presented as “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the year ended March 31, 2020. There were no operating results from discontinued operations for the year ended March 31, 2021. The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands). Year Ended Operating expenses: Research and development $ 265,452 General and administrative 119,885 Total operating expenses 385,337 Loss from operations (385,337 ) Gain on sale of business (1,985,949 ) Interest income (2,305 ) Interest expense (1) 13,733 Other expense 8,866 Income from discontinued operations before income taxes 1,580,318 Income tax expense 1,892 Income from discontinued operations, net of tax $ 1,578,426 Loss from discontinued operations before income taxes attributable to noncontrolling interests $ (141,783 ) Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. 1,722,101 Income from discontinued operations before income taxes $ 1,580,318 (1) Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash In the accompanying consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. The significant cash flow items from discontinued operations were as follows (in thousands): Year Ended Gain on sale of business $ (1,985,949 ) Share-based compensation $ 54,821 Acquired in-process $ 16,405 |
Certain Balance Sheet Component
Certain Balance Sheet Components | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Certain Balance Sheet Components | Note 7—Certain Balance Sheet Components (A) Other Current Assets Other current assets at December 31, 2021 and March 31, 2021 consisted of the following (in thousands): December 31, 2021 March 31, 2021 Prepaid expenses $ 50,952 $ 39,544 Trade and other receivables, net 8,921 11,222 Income tax receivable 2,627 1,803 Other 7,834 1,681 Total other current assets $ 70,334 $ 54,250 (B) Accrued Expenses Accrued expenses at December 31, 2021 and March 31, 2021 consisted of the following (in thousands): December 31, 2021 March 31, 2021 Research and development expenses $ 67,796 $ 20,755 Compensation-related expenses 31,115 38,552 Professional services expenses 5,411 10,267 Other general and administrative expenses 8,357 7,362 Total accrued expenses $ 112,679 $ 76,936 (C) Other Current Liabilities Other current liabilities at December 31, 2021 and March 31, 2021 consisted of the following (in thousands): December 31, 2021 March 31, 2021 Deferred revenue $ 4,972 $ 5,918 Income tax payable 813 207 Other 6,650 3,037 Total other current liabilities $ 12,435 $ 9,162 | Note 7—Balance Sheet Components (A) Other Current Assets Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Prepaid expenses $ 39,544 $ 16,344 Receivables for value added tax (VAT) paid 807 5,978 Note receivable — 5,000 Trade receivables, net 11,222 3,669 Income tax receivable 1,803 632 Other 874 2,140 Total other current assets $ 54,250 $ 33,763 (B) Accrued Expenses Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Research and development expenses $ 20,755 $ 21,607 Compensation-related expenses 38,552 29,113 Professional services expenses 10,267 5,135 Other general and administrative expenses 7,362 12,766 Total accrued expenses $ 76,936 $ 68,621 (C) Other Current Liabilities Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Deferred revenue $ 5,918 $ 3,621 Income tax payable 207 1,497 Other 3,037 234 Total other current liabilities $ 9,162 $ 5,352 |
Long-Term Debt and Loan Commitm
Long-Term Debt and Loan Commitment | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt and Loan Commitment | Note 8—Long-Term Debt and Loan Commitment (A) Long-Term Debt Long-term debt, net consists of the following (in thousands): December 31, 2021 March 31, 2021 Principal amount $ 211,900 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (12,858 ) (1,210 ) Total debt, net 204,042 170,280 Less: current portion — — Total long-term debt, net $ 204,042 $ 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 December 31, 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 | Note 8—Long-Term Debt (A) Long-Term Debt Long-term debt, net consists of the following (in thousands): March 31, 2021 March 31, 2020 Principal amount $ 171,490 $ 110,490 Less: unamortized debt discount and issuance costs (1,210 ) (1,898 ) Total debt, net 170,280 108,592 Less: current portion — — Total long-term debt, net $ 170,280 $ 108,592 Dermavant In May 2019, Dermavant and certain of its subsidiaries 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 bears interest at a variable per annum rate at the greater of (i) 9.95% or (ii) the prime rate plus 4.45%. Dermavant is obligated to pay an end of term charge of $1.4 million with the debt maturing 36 months from closing, subject to extension with the achievement of a clinical milestone. Dermavant is obligated to make monthly payments of accrued interest for the first 15 months after closing (the “Interest-only Period”), followed by monthly installments of principal and interest through the maturity date, subject to extension upon certain milestone achievements. In January 2020, the Interest-only Period was extended through June 2021 upon Dermavant’s receipt of net proceeds from equity or debt financings, capital contributions, and proceeds from business development or similar transaction of at least $110.0 million. In July 2020, the clinical milestone was achieved and the term loan maturity was extended to June 1, 2023 and the Interest-only Period was further extended through December 2021. As of March 31, 2021 and March 31, 2020, an aggregate principal amount of $20.0 million and end of term charge of $1.4 million remained outstanding. In May 2021, Dermavant repaid all amounts outstanding under the Hercules Loan Agreement using the proceeds from the $40.0 million Credit Facility entered into by Dermavant and certain of its subsidiaries in May 2021. Refer to Note 19, “Subsequent Events” for additional detail. In connection with Dermavant’s acquisition of tapinarof from GSK, Dermavant and NovaQuest Co-Investment Fund VIII, L.P. (“NovaQuest”) entered into a funding agreement (the “NovaQuest Agreement”). Pursuant to the NovaQuest Agreement, Dermavant borrowed $ million in August and $ million in October in exchange for an obligation to make certain variable future payments calculated as a function of the achievement of regulatory and commercial milestones or events of termination. The aggregate maximum amount of regulatory milestone payments that Dermavant could be required to make under the NovaQuest Agreement is $ million, and the maximum aggregate amount of commercial milestone payments is $ million. In some circumstances, Dermavant may be able to offset certain of the regulatory milestone payments with up to $ million of the commercial milestone payments. At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of March , and , the fair value of the debt was $ million and $ million, respectively. Refer to Note , “Fair Value Measurements” for additional details regarding the fair value measurement. (B) Debt Maturities Annual maturities, including the end of term charge, of debt outstanding as of March 31, 2021 are as follows (in thousands). Long-term debt held by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable. Years Ending March 31, 2022 $ 3,129 2023 13,306 2024 4,955 2025 — 2026 — Thereafter — Total $ 21,390 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | Note 9—Related Party Transactions Transition Services Agreement and Strategic Cooperation Agreement with 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 $1.4 million and $0.2 million, net of amounts billed by Sumitovant to RSL, respectively, during the years ended March 31, 2021 and 2020 for costs incurred on behalf of Sumitovant, which were recorded as offsets to the general and administrative expenses initially charged. Additionally, during the years ended March 31, 2021 and 2020, the Company paid Sumitomo a $1.0 million access fee pursuant to the strategic cooperation agreement. |
Shareholders' Equity and Redeem
Shareholders' Equity and Redeemable Noncontrolling Interest | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 $ 0.00000003 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. | Note 10—Shareholders’ Equity and Redeemable Noncontrolling Interest (A) Sumitomo Transaction Agreement and Roivant Equity Repurchase In December 2019, RSL and Sumitomo completed the transactions contemplated by the Sumitomo Transaction Agreement; see Note 5, “Sumitomo Transaction Agreement.” Pursuant to the Sumitomo Transaction Agreement, RSL issued 78,867,360 c f In February 2020, the Company launched one-time . Cash Payment Common stock $ 950,722 Other equity instruments 39,292 Total cash paid $ 990,014 (B) Consolidated Vant Equity Transactions Cytovant Sciences HK Limited In March 2020, Cytovant Sciences HK Limited (“Cytovant”), a subsidiary of the Company, issued and sold 20,085,301 Series A-1 1.17 A-1 Immunovant In September 2019, Immunovant Sciences Ltd. (“ISL”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Health Sciences Acquisitions Corporation (“HSAC”), and in December 2019, ISL and HSAC completed the transactions contemplated by the Share Exchange Agreement (the “Business Combination”). At closing, HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for 42,080,376 shares of HSAC’s common stock issued to HSAC, ISL, and the shareholders of ISL (together, the “Sellers”) and 10,000 shares of HSAC Series A preferred shares issued to RSL. Additionally, as part of its initial public offering in May 2019, HSAC issued common stock warrants, which are classified in equity. Upon completion of the Business Combination, 11,500,000 warrants were outstanding for the purchase of one-half per whole share. Upon closing, ISL became a wholly owned subsidiary of HSAC and HSAC was renamed “Immunovant, Inc.” The Business Combination was accounted for as a reverse recapitalization and HSAC was treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing equity for the net assets of HSAC, accompanied by a recapitalization. Immunovant, Inc. received $ million in cash as a result of the Business Combination, consisting of the funds held in HSAC’s trust account. The proceeds included $ million related to common shares purchased by RSL. The sellers were entitled to receive an additional 20,000,000 shares of Immunovant, Inc.’s common stock (the “Earnout Shares”) if the volume-weighted average price of Immunovant, Inc.’s shares equaled or exceeded the following prices for any 20 trading days within any 30 trading-day (i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share. In May 2020 and September 2020, Immunovant, Inc. achieved the first earnout milestone and second earnout milestone, respectively, under the Share Exchange Agreement and, as a result, all of the 20,000,000 earnout shares of Immunovant, Inc.’s common stock were issued to former stockholders of ISL, including 17,547,938 shares of common stock issued to RSL. In addition, upon the achievement of the first earnout milestone and second earnout milestone and pursuant to the restricted stock agreement entered into between HSAC and Health Sciences Holdings, LLC (the “Sponsor”), all of the 1,800,000 shares of the Sponsor’s restricted shares vested and are no longer subject to forfeiture. Immediately prior to the closing of the Business Combination, as described above, ISL’s convertible promissory notes were automatically converted into an aggregate of 7,156,495 common shares of ISL, which were then exchanged for an aggregate of 3,499,995 shares of Immunovant, Inc. common stock upon the closing of transactions contemplated by the Share Exchange Agreement. The conversion of ISL’s convertible promissory notes resulted in an increase to equity by $ 35.6 In April 2020, Immunovant, Inc. completed an underwritten public offering of 9,613,365 shares of its common stock, including 1,034,483 shares of common stock purchased by RSL, at a price of $14.50 per share for net proceeds to Immunovant, Inc. of approximately $131.0 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $15.0 million received from RSL. In May 2020, Immunovant, Inc.’s 11,500,000 outstanding warrants became exercisable for an aggregate of 5,750,000 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share. An aggregate of 11,438,290 outstanding warrants were exercised for an aggregate of 5,719,145 shares of Immunovant, Inc.’s common stock at a price of $11.50 per share, for net proceeds of approximately $65.8 million. The remaining 61,710 warrants were cancelled. In September 2020, Immunovant, Inc. completed an underwritten public offering of 6,060,606 shares of its common stock, including 380,000 shares of common stock purchased by RSL, at a price of $33.00 per share for net proceeds to Immunovant, Inc. of approximately $188.1 million, after deducting underwriting discounts and commissions and offering expenses. The proceeds included $12.5 million received from RSL. Sinovant Sinovant, a subsidiary of the Company, previously issued and sold preferred stock convertible into ordinary shares of Sinovant at any time at the option of the investors or automatically upon a qualified initial public offering (“Qualified IPO”) as defined in the subscription agreement relating to the sale of the preferred stock. The convertible preferred stock was redeemable at the option of the investor if a Qualified IPO was not completed within five years of the initial investment and was payable in cash equal to the investment amount plus an annualized return of 12%. As such events are not within the control of the Company, the preferred stock was previously classified as redeemable noncontrolling interest in the accompanying consolidated balance sheets and consolidated statements of shareholders’ equity and redeemable noncontrolling interest. No dividends accrued or were payable on the convertible preferred stock. In January 2020, Sinovant’s parent company, Roivant China Holdings Ltd. (“RCHL”), purchased all preferred stock of Sinovant held by third parties at a purchase price of $12.26 per preferred share for an aggregate purchase price of $132.9 million. Consideration paid in excess of the carrying value for the repurchase of redeemable noncontrolling interest of $77.8 million is considered a deemed dividend. See Note 18, “Earnings per Common Share” for resulting impact to earnings per share. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 10—Share-Based Compensation (A) Share-Based Compensation Expense Share-based compensation expense during the three and nine months ended December 31, 2021 and 2020 was as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Share-based compensation expense recognized as: Research and development expenses $ 17,669 $ 3,754 $ 47,441 $ 6,760 General and administrative expenses 53,547 13,570 440,356 38,756 Total $ 71,216 $ 17,324 $ 487,797 $ 45,516 The achievement of the liquidity event vesting condition for certain equity instruments upon the closing of the Business Combination resulted in the recognition of a one-time catch-up one-time catch-up (B) RSL Equity Incentive Plans RSL has three equity incentives plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”), and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (the “2015R Plan”) (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. As of December 31, 2021, there were approximately 60,709,875 common shares available for future grants under the RSL 2021 EIP. (C) Stock Options and Performance Stock Options Activity for stock options and performance options under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows: Number of Options outstanding at March 31, 2021 69,687,308 Granted 11,999,734 Forfeited (932,868 ) Options outstanding at December 31, 2021 80,754,174 (D) Restricted Stock Units and Performance Stock Units Activity for restricted stock units and performance stock units under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows: Number of Non-vested 7,294,028 Granted 19,757,518 Vested (3,448,650 ) Forfeited (1,015,215 ) Non-vested 22,587,681 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) Capped Value Appreciation Rights March 2020 CVAR Grants In March 2020, the Company granted capped value appreciation rights (“CVARs”) that will pay at settlement 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. As of December 31, 2021, there are 16,223,818 non-vested lock-up lock-up November 2021 CVAR Grants In November 2021, the Company made one-time (F) 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 | Note 11—Share-Based Compensation (A) RSL 2015 Equity Incentive Plan As of March 31, 2021, 66,717,360 o c As of March 31, 2021, an aggregate of 77,714,699 o Stock Options For the years ended March 31, 2021 and 2020, the Company recorded share-based compensation expense related to stock options issued under the RSL 2015 EIP to employees and directors of approximately $32.3 million and $31.8 million, respectively, and was included in research and development and general and administrative expenses in the accompanying consolidated statements of operations. At March 31, 2021, total unrecognized compensation expense related to non-vested The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Years Ended March 31, Assumptions 2021 2020 Expected stock price volatility 74.84 % 66.47 % Expected risk free interest rate 0.43 % 2.27 % Expected term, in years 6.25 6.72 Expected dividend yield — % — % A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Stock options outstanding at March 31, 2020 23,926,758 $ 8.38 $ 5.65 7.93 Granted 4,338,396 $ 13.23 $ 8.67 Forfeited/Canceled (790,212 ) $ 10.21 $ 6.78 Stock options outstanding at March 31, 2021 27,474,942 $ 9.10 $ 6.12 7.26 Stock options exercisable at March 31, 2021 16,193,146 $ 7.35 $ 5.11 6.49 At March 31, 2021 and 2020, there were 16,193,146 a v Years Ended March 31, 2021 2020 Grant date fair value of stock options vested $ 25,711 $ 33,789 Weighted-average grant date fair value per share of stock options granted $ 8.67 $ 7.05 Restricted Stock Units Restricted stock units will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Restricted stock units expire eight years after the date of grant. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these restricted stock units as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $83.8 million of unrecognized compensation expense related to non-vested A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Weighted Average Non-vested 2,949,911 $ 11.11 Granted 4,255,277 $ 13.39 Forfeited (496,389 ) $ 12.43 Non-vested 6,708,799 $ 12.48 Performance Options 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. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these Performance Options as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $337.8 million of unrecognized compensation expense related to non-vested Performance Options. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period. The Company estimated the fair value of each Performance Option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, Assumptions 2020 Expected stock price volatility 73.60 % Expected risk free interest rate 0.62 % Expected term 6 years Expected dividend yield — % A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Performance Options outstanding at March 31, 2020 42,485,108 $ 13.32 $ 8.13 6.00 Granted — $ — $ — Forfeited (272,742 ) $ 15.85 $ 7.58 Performance Options outstanding at March 31, 2021 42,212,366 $ 13.30 $ 8.01 5.00 No Performance Options were exercisable at March 31, 2021. CVARs 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 in common shares the excess 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. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these CVARs as the liquidity event requirement had not been met and was deemed not probable of being met. At March 31, 2021, there was approximately $23.0 million of unrecognized compensation expense related to non-vested A summary of CVARs under the RSL 2015 EIP is as follows: Number of CVARs Weighted Average Non-vested 32,447,626 $ 0.72 Granted — $ — Forfeited — $ — Non-vested 32,447,626 $ 0.72 (B) RSL 2015 Restricted Stock Unit Plan Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of March 31, 2021, there are 585,229 o As part of the Roivant Equity Repurchase, 49,875,513 existing pRSUs were surrendered and exchanged for newly issued Performance Options and CVARs issued under an amended and restated RSL 2015 EIP (see above), of which approximately 11.23% were then immediately purchased by the Company, during the year ended March 31, 2020. Refer to Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest” for additional detail regarding the Roivant Equity Repurchase. A summary of pRSU activity under the pRSU Plan is as follows: Number of Weighted Average Non-vested 780,831 $ 4.76 Granted — $ — Forfeited (195,602 ) $ 4.76 Non-vested 585,229 $ 4.76 These pRSUs 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. As of March 31, 2021, the performance conditions had not been met and were deemed not probable of being met. During the year ended March 31, 2021, the Company recorded no share-based compensation expense related to these pRSUs. During the year ended March 31, 2020, the Company recorded $12.3 million of share-based compensation expense relating to cash payments made for the purchase of a portion of the Performance Options and CVARs issued in replacement of pRSUs. At March 31, 2021, there was approximately $2.8 million of unrecognized compensation expense related to non-vested (C) RSL Restricted Common Stock A summary of RSL restricted common stock activity as of March 31, 2021 is as follows: Number of Weighted Average Non-vested — $ — Granted 1,720,090 $ 13.16 Vested — $ — Forfeited — $ — Non-vested 1,720,090 $ 13.16 For the year ended March 31, 2021, the Company recorded share-based compensation expense of $0.1 million in relation to the RSL restricted common stock. At March 31, 2021, total unrecognized compensation expense related to non-vested (D) 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 (E) Share-Based Compensation Expense Share-based compensation expense from continuing operations was as follows (in thousands): Years Ended 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 22,637 $ 7,738 G&A expenses 62,321 60,013 Total $ 84,958 $ 67,751 The classification of share-based compensation expense between R&D and G&A expenses in the accompanying consolidated statements of operations is consistent with the classification of grantee’s salary expense. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Income Taxes | Note 11—Income Taxes The Company’s effective tax rate for the three and nine months ended December 31, 2021 was (0.01)% and (0.1)%, respectively, and the effective tax rate for three and nine months ended December 31, 2020 was 0.1% and (0.5)%, 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. | Note 12—Income Taxes The loss before income taxes and the related expense/(benefit) are as follows (in thousands): Years Ended March 31, 2021 2020 Loss before income taxes: United States $ (212,921 ) $ (69,264 ) Switzerland (424,494 ) (355,422 ) Bermuda (227,471 ) (105,604 ) Other (1) (33,661 ) (30,696 ) Total loss before income taxes $ (898,547 ) $ (560,986 ) (1) Primarily Greater China and United Kingdom activity Years Ended March 31, 2021 2020 Current taxes: United States $ 1,365 $ 6,327 Switzerland — — Bermuda — — Other (1) 321 797 Total current tax expense $ 1,686 $ 7,124 Deferred taxes: United States $ — $ — Switzerland — — Bermuda — — Other (1) — — Total deferred tax benefit $ — $ — Total income tax expense $ 1,686 $ 7,124 (1) Primarily Greater China, United States state and local and United Kingdom activity A reconciliation of income tax provision/(benefit) computed at the Bermuda statutory rate to income tax expense reflected in the consolidated financial statements is as follows (in thousands, except percentages): Year Ended Year Ended Income tax benefit at Bermuda statutory rate $ — — % $ — — % Foreign rate differential (1) (150,778 ) 16.78 % (74,922 ) 13.36 % Permanent disallowed IPR&D 111,432 (12.40 )% — — % Nondeductible changes in the fair value of investments and loss from equity method investment (22,472 ) 2.50 % 20,840 (3.72 )% Nontaxable (loss) gain on deconsolidation of business (16,438 ) 1.83 % 29,041 (5.18 )% Permanent adjustments 2,923 (0.33 )% (20,395 ) 3.64 % R&D tax credits (10,555 ) 1.17 % (5,990 ) 1.07 % Rate changes 2,443 (0.27 )% (29,238 ) 5.21 % Valuation allowance 85,046 (9.46 )% 87,677 (15.63 )% Other 85 (0.01 )% 111 (0.02 )% Total income tax expense $ 1,686 (0.19 )% $ 7,124 (1.27 )% (1) Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. The Company’s effective tax rates were (0.19)% and (1.27)% for the years ended March 31, 2021 and 2020, respectively, driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands): March 31, 2021 March 31, 2020 Deferred tax assets Research tax credits $ 19,063 $ 6,303 Intangible assets 50,564 43,626 Net operating loss 202,906 116,619 Share-based compensation 26,623 18,413 Lease liabilities 16,638 17,194 Other 7,303 7,060 Subtotal 323,097 209,215 Valuation allowance (303,287 ) (187,831 ) Deferred tax liabilities Depreciation (1,214 ) (1,833 ) Right-of-use (13,908 ) (15,409 ) Other (4,688 ) (4,142 ) Total deferred tax assets (liabilities) $ — $ — The Company has Federal net operating losses in Switzerland, the United States, the United Kingdom and other jurisdictions in the amount of $1,181.1 million, $122.2 million, $28.6 million, and $75.8 million, respectively. The Switzerland net operating losses will expire in varying amounts between March 31, 2025 and March 31, 2028. The United States net operating losses can be carried forward indefinitely with utilization limited to 80% of future taxable income for tax years beginning on or after January 1, 2021, while the United Kingdom and other net operating losses can be carried forward indefinitely as well, with an annual limitation on utilization. The Company has generated net operating losses from United States state and local jurisdictions in the amount of $69.7 million which will expire in varying amounts between March 31, 2035 and March 31, 2041. The Company has generated $19.1 million of research tax credit carryforwards primarily in the United States, which will expire in varying amounts between March 31, 2035 and March 31, 2041. The Company assesses the realizability of the 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 record a valuation allowance as necessary. Due to the Company’s cumulative loss position which provides significant negative evidence difficult to overcome, the Company has recorded a valuation allowance of $303.3 million as of March 31, 2021, representing the portion of the deferred tax asset that is not more likely than not to be realized. The amount of the deferred tax asset considered realizable could be adjusted for future factors that would impact the assessment of the objective and subjective evidence of the Company. For the period April 1, 2020 through March 31, 2021, the valuation allowance increased by $115.5 million primarily as a result of corresponding increases in our global net operating losses, as well as our Research Tax Credits. For the period April 1, 2019 through March 31, 2020, the valuation allowance decreased by $168.0 million primarily as a result of the Sumitomo Transaction and the deconsolidation of Sio. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the amount, if any, required for a valuation allowance. There are outside basis differences related to the Company’s investment in subsidiaries for which no deferred taxes have been recorded as these would not be subject to tax on repatriation as Bermuda has no tax regime for Bermuda exempted limited companies, and the United Kingdom tax regime relating to company distributions and sales generally provides for exemption from tax for most overseas profits, subject to certain exceptions. The Company is subject to tax and is required to file United States, United Kingdom, and Switzerland federal income tax returns, as well as income tax returns in various state, local, and foreign jurisdictions. The Company is subject to tax examinations for tax years ended March 31, 2018 and forward in major taxing jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgments. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes it has appropriately recorded its tax position using reasonable estimates and assumptions, however, the potential tax benefits may impact the results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire. There are no unrecognized tax benefits recorded as of March 31, 2021 and 2020. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 13—Leases The Company’s operating leases consist primarily of real estate leases, including those entered into by certain wholly owned and majority-owned or controlled subsidiaries of RSL. The Company determines if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For real estate leases, the Company elected the expedient to account for lease and non-lease Right-of-use As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate in determining the present value of fixed lease payments based on information available at the lease commencement date. The Company’s incremental borrowing rates are determined based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the ROU asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term. Leases generally provide for payments of nonlease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. For lease agreements entered into or modified after April 1, 2019, the Company accounts for lease components and nonlease components together as a single lease component and, as such, includes fixed payments of nonlease components in the measurement of the ROU assets and lease liabilities. Variable lease payments, such as periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants. The components of operating lease expense for the Company were as follows (in thousands): Years Ended March 31, 2021 2020 Operating lease cost $ 11,931 $ 11,515 Short-term lease cost 237 872 Variable lease cost 704 379 Total operating lease cost $ 12,872 $ 12,766 Information related to the Company’s operating lease ROU assets and operating lease liabilities was as follows (in thousands, except periods and percentages): During the Year 2021 2020 Cash paid for operating lease liabilities $ 8,830 $ 8,108 Operating lease ROU assets obtained in exchange for operating lease liabilities $ 5,491 $ 56,025 March 31, 2021 March 31, 2020 Weighted average remaining lease term (in years) 9.6 10.2 Weighted average discount rate 7.1 % 7.1 % As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Years Ending March 31, 2022 $ 13,386 2023 11,814 2024 11,718 2025 9,734 2026 8,617 Thereafter 51,674 Total lease payments 106,943 Less: present value adjustment (29,348 ) Less: tenant improvement allowance (2,898 ) Total $ 74,697 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 December 31, 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 (E) Litigation As the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), has previously disclosed, in February 2021, a putative securities class action complaint was filed against Immunovant, and certain of its current and former officers in the U.S. District Court for the Eastern District of New York on behalf of a class consisting of those who acquired Immunovant’s securities from October 2, 2019 and February 1, 2021. The complaint alleged that Immunovant and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making false and misleading statements regarding the safety of batoclimab and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On December 29, 2021, the U.S. District Court appointed a lead plaintiff. On February 1, 2022, the lead plaintiff filed an amended complaint adding both (i) the Company and (ii) Immunovant’s directors and underwriters as defendants, and asserting additional claims under Section 11, 12(a)(2), and 15 of the Securities Act of 1933. Pending court approval of the parties’ stipulation, defendants are not required to respond to this amended complaint. The deadline for lead plaintiff to file the operative amended complaint is March 15, 2022. The Company expects defendants, including the Company, to file a motion to dismiss that amended complaint. The Company intends to vigorously defend the case and has not recorded a liability related to this lawsuit because, at this time, the Company is unable to reasonably estimate possible losses or determine whether an unfavorable outcome is either probable or remote. | Note 14—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries has entered into commitments under various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions 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 March 31, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements including those described in Note 4, “Asset Acquisitions and License Agreements.” (D) COVID-19 The Company has been actively monitoring the impact of the COVID-19 The COVID-19 being of its patients and employees. Although some of the Company’s clinical development timelines have been impacted by delays related to the COVID-19 COVID-19 COVID-19, COVID-19 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 December 31, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands): As of December 31, 2021 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as 31, 2021 Assets: Money market funds $ 1,448,771 $ — $ — $ 1,448,771 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Datavant Class A units — — 215,681 215,681 — — — — Investment in Sio common shares 23,965 — — 23,965 48,487 — — 48,487 Investment in Arbutus common shares 151,116 — — 151,116 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — — — — — 76,037 — 76,037 Other investment 7,981 — — 7,981 11,129 — — 11,129 Total assets at fair value $ 1,631,833 $ — $ 215,681 $ 1,847,514 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 171,900 $ 171,900 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value (1) 42,098 — 52,502 94,600 — — 67,893 67,893 Total liabilities at fair value $ 42,098 $ — $ 224,402 $ 266,500 $ — $ — $ 217,993 $ 217,993 (1) Earn-Out There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the nine months ended December 31, 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 nine months ended December 31, 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 (8,466 ) Balance at December 31, 2021 $ 215,681 There were no Level 3 assets held during the nine months ended December 31, 2020. The changes in fair value of the Level 3 liabilities during the nine months ended December 31, 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 31,577 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at December 31, 2020 $ 219,725 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 29,247 Termination of DSP Options (61,472 ) Balance at December 31, 2021 $ 224,402 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 method (“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. The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of December 31, 2021 Volatility 100.0 % Risk-free rate 0.41 % Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of December 31, 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 12 Earn-Out The fair value of the Earn-Out lock-up Earn-Out Earn-Out Point Estimate Used Input As of December 31, 2021 Volatility 80.6 % Risk-free rate 1.22 % As of December 31, 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 December 31, 2021 Volatility 32.5 % Risk-free rate 1.22 % Term (in years) 4.75 As of December 31, 2021, the fair value of the Private Placement Warrants was $21.0 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets. | Note 15—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 March 31, 2021 and 2020, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 As of March 31, 2020 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,420,597 $ — $ — $ 1,420,597 $ 1,874,662 $ — $ — $ 1,874,662 Investment in Sio common shares 48,487 — — 48,487 45,329 — — 45,329 Investment in Arbutus common shares 53,325 — — 53,325 16,174 — — 16,174 Investment in Arbutus convertible preferred shares — 76,037 — 76,037 — 23,062 — 23,062 Other investments 11,129 — — 11,129 8,880 — — 8,880 Total assets at fair value $ 1,533,538 $ 76,037 $ — $ 1,609,575 $ 1,945,045 $ 23,062 $ — $ 1,968,107 Liabilities: Debt held by Dermavant with NovaQuest $ — $ — $ 150,100 $ 150,100 $ — $ — $ 89,100 $ 89,100 Liability instruments measured at fair value — — 67,893 67,893 — — 102,373 102,373 Total liabilities at fair value $ — $ — $ 217,993 $ 217,993 $ — $ — $ 191,473 $ 191,473 There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the years ended March 31, 2021 and 2020. Level 3 Disclosures The Company measures its Level 3 liabilities, including debt issued by Dermavant to NovaQuest and the Sumitomo Options, 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 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 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 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2019 $ 103,628 Issuance of liability instruments measured at fair value 101,567 Changes in fair value of debt and liability instruments, included in net loss (13,722 ) Balance at March 31, 2020 191,473 Changes in fair value of debt and liability instruments, included in net loss 29,845 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at March 31, 2021 $ 217,993 Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of March 31, 2021 and 2020 represents the fair value of amounts payable to NovaQuest using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 6 17 Sumitomo Options The fair value of the options to acquire the Company’s interest in Dermavant, Genevant, Lysovant, Metavant, Cytovant Parent, and Sinovant (collectively, the “Option Vants”) granted to Sumitomo under the Sumitomo Transaction Agreement as of March 31, 2021 and 2020 was calculated using significant unobservable inputs including the following: Range or Point Estimate Used Input As of March 31, 2021 As of March 31, 2020 Time to expiration (in years) 3.59 0.49 - 4.59 Risk-free rate 0.52% 0.15% - 0.35% Volatility 89.0% - 95.0% 91.0% - 110.0% As of March 31, 2021 and 2020, the fair value of the Sumitomo Options was $62.4 million and $95.9 million, respectively. Sumitomo Options are included in “Liability instruments measured at fair value” in the accompanying consolidated balance sheets. In June 2021, the Company completed a transaction with Sumitomo pursuant to which Sumitomo terminated all of its existing options to acquire the Company’s equity interests in certain subsidiaries. See Note 19, “Subsequent Events” for additional information. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 16—Defined Contribution Plan The Company and certain of its subsidiaries sponsor defined contribution plans pursuant to Section 401(k) of the U.S. Internal Revenue Code. Employee contributions are voluntary and subject to the maximum allowable under federal tax regulations. For the years ended March 31, 2021 and 2020, the Company recorded total expense for employer matching contributions of $1.7 million and $1.7 million, respectively. |
Other (Income) Expense, Net
Other (Income) Expense, Net | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Other Expense, Net | Note 14—Other (Income) Expense, Net Other (income) expense, net was as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Loss from equity method investment $ — $ — $ — $ 3,750 Interest income (66 ) (159 ) (199 ) (1,359 ) Interest expense 1,501 737 5,566 2,136 Other income (2,464 ) (6,366 ) (2,838 ) (8,230 ) Total $ (1,029 ) $ (5,788 ) $ 2,529 $ (3,703 ) | Note 17—Other Expense, Net Other expense, net from continuing operations was as follows (in thousands): Years Ended March 31, 2021 2020 Loss from equity method investment $ 3,750 $ 21,386 Interest income (1,418 ) (17,990 ) Interest expense 2,809 7,683 Other expense 3,560 2,543 Total $ 8,701 $ 13,622 |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 December 31, 2021 and 2020, potentially dilutive securities were as follows: December 31, 2021 December 31, 2020 Stock options and performance stock options 80,754,174 69,852,354 Restricted stock units and performance stock units (non-vested) (1) 22,587,681 6,458,269 March 2020 CVARs (2) 32,447,626 32,447,626 November 2021 CVARs 6,317,350 — Restricted common stock (non-vested) 988,540 — Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,535,896 — Other instruments issued 5,134,088 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 nine months ended December 31, 2021. (2) Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs. Vested CVARs will be settled on the first business day immediately following expiration of the lock-up | Note 18—Earnings per Common Share The computations of the numerator to derive the basic and diluted earnings per share amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands): Years Ended March 31, 2021 2020 Loss from continuing operations, net of tax $ (900,233 ) $ (568,110 ) Net loss from continuing operations, net of tax, attributable to noncontrolling interest (90,999 ) (48,716 ) Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. (809,234 ) (519,394 ) Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1) — (77,777 ) Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. $ (809,234 ) $ (597,171 ) Income from discontinued operations, net of tax $ — $ 1,578,426 Net loss from discontinued operations, net of tax, attributable to noncontrolling interest — (141,477 ) Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd. $ — $ 1,719,903 Basic and diluted income from discontinued operations, net of tax $ — $ 1,719,903 Basic and diluted net (loss) income attributable to Roivant Sciences $ (809,234 ) $ 1,122,732 (1) Consideration paid in excess of carrying value for the repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock of $77.8 million is considered a deemed dividend and, for purposes of calculating net loss per share, increases the loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. for the year ended March 31, 2020. See Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest.” Basic net (loss) income per common share is computed by dividing net (loss) income attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net (loss) income per common share is computed by dividing the net income (loss) attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. For periods of loss from continuing operations, 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 loss from continuing operations. Refer to Note 11, “Share-Based Compensation” and Note 5, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Subsequent Events | Note 16—Subsequent Events On February 14, 2022, the Company entered into a committed equity facility (the “Facility”) with an affiliate of Cantor Fitzgerald & Co. (“Cantor”). Under the terms of the Facility, Cantor has committed to purchase up to an aggregate of $250.0 million in the Company’s common shares from time to time at the request of the Company, subject to certain limitations and the satisfaction of certain conditions. Any sales of the Company’s common shares to Cantor under the Facility will be made at 99% of the volume-weighted average price of the Company’s common shares on Nasdaq on a given trading day. In consideration for entry into the Facility, the Company agreed to pay Cantor an upfront commitment fee in the form of 145,986 common shares. | Note 19—Subsequent Events The Company has evaluated subsequent events for appropriate disclosures through June 30, 2021, the date that the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2021 have been incorporated in these financial statements. Option Vants Transaction On May 1, 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; (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 Dermavant On May 14, 2021, Dermavant entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with three institutional investors. Under the terms of the RIPSA, the participants purchased a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the United States in exchange for $160.0 million in committed funding to be paid to Dermavant, subject to approval of tapinarof by the FDA. Dermavant concurrently entered into a $40.0 million senior secured credit facility (the “Credit Facility”) with one of the institutional investors. The Credit Facility has a five-year maturity and bears an interest rate of 10% per annum. In connection with the funding of the Credit Facility, Dermavant issued to the institutional investor a warrant to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 per common share. The proceeds from the Credit Facility were used to repay all amounts outstanding under the loan and security agreement with Hercules, with the remainder of net proceeds used for working capital and general corporate purposes. The Company reclassified $3.1 million on the consolidated balance sheets as of March 31, 2021 from current to long-term given that Dermavant had the intent and ability to refinance the short-term obligation on a long-term basis after March 31, 2021 and before the financial statements were issued. Datavant In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies. The merger closed on July 27, 2021. At closing, Roivant received approximately $320 million in cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 United States 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. 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 nine months ended December 31, 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. 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. | (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 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities. |
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 | (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. | (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. | (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 Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands): December 31, 2021 March 31, 2021 Cash and cash equivalents $ 2,214,283 $ 2,055,044 Restricted cash 11,852 86,632 Cash, cash equivalents and restricted cash $ 2,226,135 $ 2,141,676 | (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 the amount held in escrow relating to the Sumitomo Transaction (see Note 5, “Sumitomo Transaction Agreement”) and the legally restricted non-interest Cash as reported in the accompanying consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying consolidated balance sheets as follows (in thousands): March 31, 2021 March 31, 2020 Cash and cash equivalents $ 2,055,044 $ 2,183,207 Restricted cash 86,632 86,045 Cash, cash equivalents and restricted cash $ 2,141,676 $ 2,269,252 |
Trade Receivables, Net | (F) Trade Receivables, Net The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay and any amounts determined to off | |
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. | (G) 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. |
Property and Equipment | (H) Property and Equipment Property and equipment, consisting primarily of computers, equipment, furniture and fixtures, software, and leasehold improvements, is recorded at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets once the asset has been placed in service. Leasehold improvements are amortized using the straight-line method over the estimated useful life or remaining lease term, whichever is shorter. The following table provides the range of estimated useful lives used for each asset type: Property and Equipment Estimated Useful Life Computers 3 years Equipment 5 years Furniture and fixtures 7 years Software 3 years Leasehold improvement s Lesser of estimated useful life or remaining lease term The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to the future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. | |
Investments | (G) Investments Investments in equity securities may 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.” | (I) 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, net” on the 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 3, “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 | (J) 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 |
General and Administrative Expenses | (K) General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of employee-related expenses for G&A personnel, including those responsible for the identification and acquisition or in-license in-license | |
Income Taxes | (L) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company’s deferred tax assets will be realizable. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. | |
Share-Based Compensation | (M) Share-Based Compensation Share-based awards to employees, directors, and consultants, including stock options, restricted stock units, performance options and capped value appreciation rights, are measured at fair value on the date of the grant and that fair value is recognized as share-based compensation expense in the Company’s consolidated statements of operations over the requisite service period of the respective award. The estimated fair value of awards that contain performance conditions is expensed when the Company concludes that it is probable that the performance condition will be achieved. The Company may grant awards with graded-vesting features. When such awards have only service vesting requirements, the Company elected to record share-based compensation expense on a straight-line basis. If awards with graded-vesting features contain performance or market conditions, then the Company records share-based compensation expense using the accelerated attribution method. The Company measures the fair value of its stock options that only have service vesting requirements or performance-based options without market conditions using the Black-Scholes option pricing model. For performance-based awards with market conditions, the Company determines the fair value of the awards as of the grant date using a Monte Carlo simulation model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and the fair value of the Company’s common shares. Since the Company has no option exercise history, it has generally elected to estimate the expected life of an award based upon the “simplified method” with the continued use of this method extended until such time the Company has sufficient exercise history. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company’s common shares is estimated by taking the average historical price volatility for industry peers. The Company accounts for pre-vesting As part of the valuation of share-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to estimate the fair value of its common shares for RSL and privately held Vants. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercises reasonable judgment and considers numerous objective and subjective factors to determine its best estimate of the fair value of its common shares. The estimation of the fair value of the common shares considers factors including the following: the prices of the Company’s common shares sold to investors in arm’s length transactions, the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common shares; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions. | |
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 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, (as defined and discussed in Note 4, “Investments”); 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. In October 2021, shares of Arbutus’ Series A participating convertible preferred shares (“Arbutus Preferred Shares”) held by the Company were converted into shares of common stock of Arbutus pursuant to mandatory conversion provisions. Prior to conversion, the Arbutus Preferred Shares held by the Company were classified as Level 2 as the fair value of such preferred shares was determined based upon the quoted market price of Arbutus common stock into which such preferred shares were convertible. The shares of common stock of Datavant (as defined and discussed in Note 4, “Investments”) 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 the 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 was based on a fixed monetary amount, and payment was based solely on the passage of time. The deferred consideration liability was settled in November 2021 by payment of $50.0 million in cash as well as the issuance of 6,348,057 of the Company’s common shares. 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. | (N) 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”); liability instruments issued, including options granted to Sumitomo (the “Sumitomo Options”) to purchase all, or 75% in one case, of RSL’s ownership interests in certain subsidiaries under the Sumitomo Transaction Agreement; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt. 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 liability instruments issued, including the Sumitomo Options, are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. 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. |
Foreign Currency | (O) Foreign Currency Assets and liabilities of foreign operations are translated using exchange rates in effect at the balance sheet date and their results of operations are translated using average exchange rates for the year. Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Adjustments resulting from the translation of the financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of shareholders’ equity. Foreign exchange transaction gains and losses are included in “Other expense, net” in the Company’s statements of operations. | |
Revenue Recognition | (P) Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below. • Licenses of intellectual property: non-refundable, non-refundable, • Milestone payments: re-evaluates catch-up • Royalties and commercial milestone payments: pre-specified Revenue is also generated by certain technology-focused Vants from subscription and service-based fees recognized for the use of certain technology developed by these Vants. Subscription revenue is recognized ratably over the contract period. | |
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 carrying value of 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 | (Q) Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13”), No. 2016-13 the existing incurred loss impairment model with an expected loss available-for-sale No. 2016-13 No. 2016-13 on |
Recently Issued Accounting Pronouncements Not Yet Adopted | (R) Recently Issued Accounting Pronouncements Not Yet Adopted 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) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash | Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands): December 31, 2021 March 31, 2021 Cash and cash equivalents $ 2,214,283 $ 2,055,044 Restricted cash 11,852 86,632 Cash, cash equivalents and restricted cash $ 2,226,135 $ 2,141,676 | Cash as reported in the accompanying consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying consolidated balance sheets as follows (in thousands): March 31, 2021 March 31, 2020 Cash and cash equivalents $ 2,055,044 $ 2,183,207 Restricted cash 86,632 86,045 Cash, cash equivalents and restricted cash $ 2,141,676 $ 2,269,252 |
Schedule of Estimated Useful Lives Used for Asset Type | The following table provides the range of estimated useful lives used for each asset type: Property and Equipment Estimated Useful Life Computers 3 years Equipment 5 years Furniture and fixtures 7 years Software 3 years Leasehold improvement s Lesser of estimated useful life or remaining lease term |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary Of Disposal Groups Including Discontinued Operations Income Statement | The following table presents components of discontinued operations included in “Income from discontinued operations, net of tax” for the year ended March 31, 2020 (in thousands). Year Ended Operating expenses: Research and development $ 265,452 General and administrative 119,885 Total operating expenses 385,337 Loss from operations (385,337 ) Gain on sale of business (1,985,949 ) Interest income (2,305 ) Interest expense (1) 13,733 Other expense 8,866 Income from discontinued operations before income taxes 1,580,318 Income tax expense 1,892 Income from discontinued operations, net of tax $ 1,578,426 Loss from discontinued operations before income taxes attributable to noncontrolling interests $ (141,783 ) Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. 1,722,101 Income from discontinued operations before income taxes $ 1,580,318 (1) Interest expense consists of interest payments related to outstanding debt held by Myovant and Urovant as well as the associated non-cash |
Summary of Cash Flows from Discontinued Operations | The significant cash flow items from discontinued operations were as follows (in thousands): Year Ended Gain on sale of business $ (1,985,949 ) Share-based compensation $ 54,821 Acquired in-process $ 16,405 |
Certain Balance Sheet Compone_2
Certain Balance Sheet Components (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Other Current Assets | Other current assets at December 31, 2021 and March 31, 2021 consisted of the following (in thousands): December 31, 2021 March 31, 2021 Prepaid expenses $ 50,952 $ 39,544 Trade and other receivables, net 8,921 11,222 Income tax receivable 2,627 1,803 Other 7,834 1,681 Total other current assets $ 70,334 $ 54,250 | Other current assets at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Prepaid expenses $ 39,544 $ 16,344 Receivables for value added tax (VAT) paid 807 5,978 Note receivable — 5,000 Trade receivables, net 11,222 3,669 Income tax receivable 1,803 632 Other 874 2,140 Total other current assets $ 54,250 $ 33,763 |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2021 and March 31, 2021 consisted of the following (in thousands): December 31, 2021 March 31, 2021 Research and development expenses $ 67,796 $ 20,755 Compensation-related expenses 31,115 38,552 Professional services expenses 5,411 10,267 Other general and administrative expenses 8,357 7,362 Total accrued expenses $ 112,679 $ 76,936 | Accrued expenses at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Research and development expenses $ 20,755 $ 21,607 Compensation-related expenses 38,552 29,113 Professional services expenses 10,267 5,135 Other general and administrative expenses 7,362 12,766 Total accrued expenses $ 76,936 $ 68,621 |
Schedule of Other Current Liabilities | Other current liabilities at December 31, 2021 and March 31, 2021 consisted of the following (in thousands): December 31, 2021 March 31, 2021 Deferred revenue $ 4,972 $ 5,918 Income tax payable 813 207 Other 6,650 3,037 Total other current liabilities $ 12,435 $ 9,162 | Other current liabilities at March 31, 2021 and 2020 consisted of the following (in thousands): March 31, 2021 March 31, 2020 Deferred revenue $ 5,918 $ 3,621 Income tax payable 207 1,497 Other 3,037 234 Total other current liabilities $ 9,162 $ 5,352 |
Long-Term Debt and Loan Commi_2
Long-Term Debt and Loan Commitment (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Long Term Debt | Long-term debt, net consists of the following (in thousands): December 31, 2021 March 31, 2021 Principal amount $ 211,900 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (12,858 ) (1,210 ) Total debt, net 204,042 170,280 Less: current portion — — Total long-term debt, net $ 204,042 $ 170,280 | Long-term debt, net consists of the following (in thousands): March 31, 2021 March 31, 2020 Principal amount $ 171,490 $ 110,490 Less: unamortized debt discount and issuance costs (1,210 ) (1,898 ) Total debt, net 170,280 108,592 Less: current portion — — Total long-term debt, net $ 170,280 $ 108,592 |
Schedule of Company's Annual Payments | Annual maturities, including the end of term charge, of debt outstanding as of March 31, 2021 are as follows (in thousands). Long-term debt held by Dermavant for which the fair value option has been elected is excluded from the below as the repayment terms are variable. Years Ending March 31, 2022 $ 3,129 2023 13,306 2024 4,955 2025 — 2026 — Thereafter — Total $ 21,390 |
Shareholders' Equity and Rede_2
Shareholders' Equity and Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity and Redeemable Non-Controlling Interest | A summary of payments made during the year ended March 31, 2020 relating to the purchase of equity securities by the Company is as follows (in thousands): Cash Payment Common stock $ 950,722 Other equity instruments 39,292 Total cash paid $ 990,014 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Schedule of Fair Value Assumptions | The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Years Ended March 31, Assumptions 2021 2020 Expected stock price volatility 74.84 % 66.47 % Expected risk free interest rate 0.43 % 2.27 % Expected term, in years 6.25 6.72 Expected dividend yield — % — % | |
Summary of Stock Option Activity | Activity for stock options and performance options under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows: Number of Options outstanding at March 31, 2021 69,687,308 Granted 11,999,734 Forfeited (932,868 ) Options outstanding at December 31, 2021 80,754,174 | A summary of stock option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Stock options outstanding at March 31, 2020 23,926,758 $ 8.38 $ 5.65 7.93 Granted 4,338,396 $ 13.23 $ 8.67 Forfeited/Canceled (790,212 ) $ 10.21 $ 6.78 Stock options outstanding at March 31, 2021 27,474,942 $ 9.10 $ 6.12 7.26 Stock options exercisable at March 31, 2021 16,193,146 $ 7.35 $ 5.11 6.49 |
Summary of Fair Value of Vested Stock Option | Additional information regarding stock options is set forth below (in thousands, except per share data). Years Ended March 31, 2021 2020 Grant date fair value of stock options vested $ 25,711 $ 33,789 Weighted-average grant date fair value per share of stock options granted $ 8.67 $ 7.05 | |
Summary of Restricted Stock Units | Activity for restricted stock units and performance stock units under the RSL Equity Plans for the nine months ended December 31, 2021 is as follows: Number of Non-vested 7,294,028 Granted 19,757,518 Vested (3,448,650 ) Forfeited (1,015,215 ) Non-vested 22,587,681 | A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Weighted Average Non-vested 2,949,911 $ 11.11 Granted 4,255,277 $ 13.39 Forfeited (496,389 ) $ 12.43 Non-vested 6,708,799 $ 12.48 |
Summary of Share-Based Compensation Expense | Share-based compensation expense during the three and nine months ended December 31, 2021 and 2020 was as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Share-based compensation expense recognized as: Research and development expenses $ 17,669 $ 3,754 $ 47,441 $ 6,760 General and administrative expenses 53,547 13,570 440,356 38,756 Total $ 71,216 $ 17,324 $ 487,797 $ 45,516 | Share-based compensation expense from continuing operations was as follows (in thousands): Years Ended 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 22,637 $ 7,738 G&A expenses 62,321 60,013 Total $ 84,958 $ 67,751 |
Performance Options [Member] | ||
Summary of Restricted Stock Units | A summary of pRSU activity under the pRSU Plan is as follows: Number of Weighted Average Non-vested 780,831 $ 4.76 Granted — $ — Forfeited (195,602 ) $ 4.76 Non-vested 585,229 $ 4.76 | |
CVARs [Member] | ||
Summary of Restricted Stock Units | A summary of CVARs under the RSL 2015 EIP is as follows: Number of CVARs Weighted Average Non-vested 32,447,626 $ 0.72 Granted — $ — Forfeited — $ — Non-vested 32,447,626 $ 0.72 | |
Performance RSU [Member] | ||
Schedule of Fair Value Assumptions | The Company estimated the fair value of each Performance Option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, Assumptions 2020 Expected stock price volatility 73.60 % Expected risk free interest rate 0.62 % Expected term 6 years Expected dividend yield — % | |
Summary of Stock Option Activity | A summary of Performance Option activity and data under the RSL 2015 EIP for the year ended March 31, 2021 is as follows: Number of Weighted Weighted Weighted Performance Options outstanding at March 31, 2020 42,485,108 $ 13.32 $ 8.13 6.00 Granted — $ — $ — Forfeited (272,742 ) $ 15.85 $ 7.58 Performance Options outstanding at March 31, 2021 42,212,366 $ 13.30 $ 8.01 5.00 | |
RSL Common Share Award | ||
Summary of Stock Option Activity | A summary of RSL restricted common stock activity as of March 31, 2021 is as follows: Number of Weighted Average Non-vested — $ — Granted 1,720,090 $ 13.16 Vested — $ — Forfeited — $ — Non-vested 1,720,090 $ 13.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Schedule of Company's net deferred tax assets | Significant components of the deferred tax assets (liabilities) at March 31, 2021 and 2020 are as follows (in thousands): March 31, 2021 March 31, 2020 Deferred tax assets Research tax credits $ 19,063 $ 6,303 Intangible assets 50,564 43,626 Net operating loss 202,906 116,619 Share-based compensation 26,623 18,413 Lease liabilities 16,638 17,194 Other 7,303 7,060 Subtotal 323,097 209,215 Valuation allowance (303,287 ) (187,831 ) Deferred tax liabilities Depreciation (1,214 ) (1,833 ) Right-of-use (13,908 ) (15,409 ) Other (4,688 ) (4,142 ) Total deferred tax assets (liabilities) $ — $ — |
Reconciliation of Federal Statutory Income Taxes Rate | A reconciliation of income tax provision/(benefit) computed at the Bermuda statutory rate to income tax expense reflected in the consolidated financial statements is as follows (in thousands, except percentages): Year Ended Year Ended Income tax benefit at Bermuda statutory rate $ — — % $ — — % Foreign rate differential (1) (150,778 ) 16.78 % (74,922 ) 13.36 % Permanent disallowed IPR&D 111,432 (12.40 )% — — % Nondeductible changes in the fair value of investments and loss from equity method investment (22,472 ) 2.50 % 20,840 (3.72 )% Nontaxable (loss) gain on deconsolidation of business (16,438 ) 1.83 % 29,041 (5.18 )% Permanent adjustments 2,923 (0.33 )% (20,395 ) 3.64 % R&D tax credits (10,555 ) 1.17 % (5,990 ) 1.07 % Rate changes 2,443 (0.27 )% (29,238 ) 5.21 % Valuation allowance 85,046 (9.46 )% 87,677 (15.63 )% Other 85 (0.01 )% 111 (0.02 )% Total income tax expense $ 1,686 (0.19 )% $ 7,124 (1.27 )% (1) Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. |
Schedule of Loss Before Income Taxes and Related Expense/(Benefit) | The loss before income taxes and the related expense/(benefit) are as follows (in thousands): Years Ended March 31, 2021 2020 Loss before income taxes: United States $ (212,921 ) $ (69,264 ) Switzerland (424,494 ) (355,422 ) Bermuda (227,471 ) (105,604 ) Other (1) (33,661 ) (30,696 ) Total loss before income taxes $ (898,547 ) $ (560,986 ) (1) Primarily Greater China and United Kingdom activity Years Ended March 31, 2021 2020 Current taxes: United States $ 1,365 $ 6,327 Switzerland — — Bermuda — — Other (1) 321 797 Total current tax expense $ 1,686 $ 7,124 Deferred taxes: United States $ — $ — Switzerland — — Bermuda — — Other (1) — — Total deferred tax benefit $ — $ — Total income tax expense $ 1,686 $ 7,124 (1) Primarily Greater China, United States state and local and United Kingdom activity |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | The components of operating lease expense for the Company were as follows (in thousands): Years Ended March 31, 2021 2020 Operating lease cost $ 11,931 $ 11,515 Short-term lease cost 237 872 Variable lease cost 704 379 Total operating lease cost $ 12,872 $ 12,766 |
Summary of Operating Lease ROU Assets and Operating Lease Liabilities | Information related to the Company’s operating lease ROU assets and operating lease liabilities was as follows (in thousands, except periods and percentages): During the Year 2021 2020 Cash paid for operating lease liabilities $ 8,830 $ 8,108 Operating lease ROU assets obtained in exchange for operating lease liabilities $ 5,491 $ 56,025 March 31, 2021 March 31, 2020 Weighted average remaining lease term (in years) 9.6 10.2 Weighted average discount rate 7.1 % 7.1 % |
Schedule of Maturities of Operating Lease Liabilities | As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Years Ending March 31, 2022 $ 13,386 2023 11,814 2024 11,718 2025 9,734 2026 8,617 Thereafter 51,674 Total lease payments 106,943 Less: present value adjustment (29,348 ) Less: tenant improvement allowance (2,898 ) Total $ 74,697 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 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 December 31, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands): As of December 31, 2021 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as 31, 2021 Assets: Money market funds $ 1,448,771 $ — $ — $ 1,448,771 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Datavant Class A units — — 215,681 215,681 — — — — Investment in Sio common shares 23,965 — — 23,965 48,487 — — 48,487 Investment in Arbutus common shares 151,116 — — 151,116 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — — — — — 76,037 — 76,037 Other investment 7,981 — — 7,981 11,129 — — 11,129 Total assets at fair value $ 1,631,833 $ — $ 215,681 $ 1,847,514 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 171,900 $ 171,900 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value (1) 42,098 — 52,502 94,600 — — 67,893 67,893 Total liabilities at fair value $ 42,098 $ — $ 224,402 $ 266,500 $ — $ — $ 217,993 $ 217,993 (1) Earn-Out | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and 2020, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 As of March 31, 2020 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of Assets: Money market funds $ 1,420,597 $ — $ — $ 1,420,597 $ 1,874,662 $ — $ — $ 1,874,662 Investment in Sio common shares 48,487 — — 48,487 45,329 — — 45,329 Investment in Arbutus common shares 53,325 — — 53,325 16,174 — — 16,174 Investment in Arbutus convertible preferred shares — 76,037 — 76,037 — 23,062 — 23,062 Other investments 11,129 — — 11,129 8,880 — — 8,880 Total assets at fair value $ 1,533,538 $ 76,037 $ — $ 1,609,575 $ 1,945,045 $ 23,062 $ — $ 1,968,107 Liabilities: Debt held by Dermavant with NovaQuest $ — $ — $ 150,100 $ 150,100 $ — $ — $ 89,100 $ 89,100 Liability instruments measured at fair value — — 67,893 67,893 — — 102,373 102,373 Total liabilities at fair value $ — $ — $ 217,993 $ 217,993 $ — $ — $ 191,473 $ 191,473 |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | The fair value of the options to acquire the Company’s interest in Dermavant, Genevant, Lysovant, Metavant, Cytovant Parent, and Sinovant (collectively, the “Option Vants”) granted to Sumitomo under the Sumitomo Transaction Agreement as of March 31, 2021 and 2020 was calculated using significant unobservable inputs including the following: Range or Point Estimate Used Input As of March 31, 2021 As of March 31, 2020 Time to expiration (in years) 3.59 0.49 - 4.59 Risk-free rate 0.52% 0.15% - 0.35% Volatility 89.0% - 95.0% 91.0% - 110.0% | |
Schedule of change in the fair value of the derivative warrant liabilities | The changes in fair value of the Level 3 liabilities during the nine months ended December 31, 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 31,577 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at December 31, 2020 $ 219,725 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 29,247 Termination of DSP Options (61,472 ) Balance at December 31, 2021 $ 224,402 | The changes in fair value of the Level 3 liabilities during the years ended March 31, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2019 $ 103,628 Issuance of liability instruments measured at fair value 101,567 Changes in fair value of debt and liability instruments, included in net loss (13,722 ) Balance at March 31, 2020 191,473 Changes in fair value of debt and liability instruments, included in net loss 29,845 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at March 31, 2021 $ 217,993 |
Schedule of Change IN Fair Value Of The Level 3 Assets | The changes in fair value of the Level 3 assets during the nine months ended December 31, 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 (8,466 ) Balance at December 31, 2021 $ 215,681 | |
Private Placement Warrants [Member] | ||
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | Significantunobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of December 31, 2021 Volatility 32.5 % Risk-free rate 1.22 % Term (in years) 4.75 | |
Earnout Shares [Member] | ||
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | the fair value of the Earn-Out Point Estimate Used Input As of December 31, 2021 Volatility 80.6 % Risk-free rate 1.22 % | |
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 December 31, 2021 Volatility 100.0 % Risk-free rate 0.41 % |
Other (Income) Expense, Net (Ta
Other (Income) Expense, Net (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Summary of Other Expense, Net From Continuing Operations | Other (income) expense, net was as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Loss from equity method investment $ — $ — $ — $ 3,750 Interest income (66 ) (159 ) (199 ) (1,359 ) Interest expense 1,501 737 5,566 2,136 Other income (2,464 ) (6,366 ) (2,838 ) (8,230 ) Total $ (1,029 ) $ (5,788 ) $ 2,529 $ (3,703 ) | Other expense, net from continuing operations was as follows (in thousands): Years Ended March 31, 2021 2020 Loss from equity method investment $ 3,750 $ 21,386 Interest income (1,418 ) (17,990 ) Interest expense 2,809 7,683 Other expense 3,560 2,543 Total $ 8,701 $ 13,622 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Schedule of basic and diluted per share of common stock | The computations of the numerator to derive the basic and diluted earnings per share amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands): Years Ended March 31, 2021 2020 Loss from continuing operations, net of tax $ (900,233 ) $ (568,110 ) Net loss from continuing operations, net of tax, attributable to noncontrolling interest (90,999 ) (48,716 ) Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. (809,234 ) (519,394 ) Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock (1) — (77,777 ) Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. $ (809,234 ) $ (597,171 ) Income from discontinued operations, net of tax $ — $ 1,578,426 Net loss from discontinued operations, net of tax, attributable to noncontrolling interest — (141,477 ) Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd. $ — $ 1,719,903 Basic and diluted income from discontinued operations, net of tax $ — $ 1,719,903 Basic and diluted net (loss) income attributable to Roivant Sciences $ (809,234 ) $ 1,122,732 (1) Consideration paid in excess of carrying value for the repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock of $77.8 million is considered a deemed dividend and, for purposes of calculating net loss per share, increases the loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. for the year ended March 31, 2020. See Note 10, “Shareholders’ Equity and Redeemable Noncontrolling Interest.” | |
Summary of potentially dilutive securities | As of December 31, 2021 and 2020, potentially dilutive securities were as follows: December 31, 2021 December 31, 2020 Stock options and performance stock options 80,754,174 69,852,354 Restricted stock units and performance stock units (non-vested) (1) 22,587,681 6,458,269 March 2020 CVARs (2) 32,447,626 32,447,626 November 2021 CVARs 6,317,350 — Restricted common stock (non-vested) 988,540 — Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,535,896 — Other instruments issued 5,134,088 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 nine months ended December 31, 2021. (2) Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs. Vested 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 | 9 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2021USD ($)Segment | Sep. 30, 2021USD ($) | [2] | Jun. 30, 2021USD ($) | [2] | Dec. 31, 2020USD ($) | [2] | Sep. 30, 2020USD ($) | [2] | Jun. 30, 2020USD ($) | [2] | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||
Number of operating and reporting segments | Segment | 1 | 1 | 1 | |||||||||||||||
Cash and cash equivalents | $ 2,214,283 | $ 2,214,283 | $ 2,055,044 | $ 2,183,207 | ||||||||||||||
Accumulated deficit | 2,493,662 | 2,493,662 | 1,918,462 | [1] | 1,109,228 | [1] | ||||||||||||
Net loss | $ (306,085) | [2] | $ (225,640) | $ (101,078) | $ (275,597) | $ (53,498) | $ (7,977) | $ (632,803) | $ (337,072) | (900,233) | 1,010,316 | |||||||
Net losses from continuing operations | $ 900,200 | $ 568,100 | ||||||||||||||||
[1] | Retroactively restated for the stock subdivision as described in Note 1. | |||||||||||||||||
[2] | 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 | Nov. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Schedule Of Accounting Policies [Line Items] | |||
Escrowed deposit | $ 75 | ||
Proceeds from release of escrow deposit | $ 75 | ||
Cash paid to settle deferred consideration liability | $ 50 | ||
Common Stock [Member] | |||
Schedule Of Accounting Policies [Line Items] | |||
Stock issued during period shares to settle deferred consideration liability | 6,348,057 |
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 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 2,214,283 | $ 2,055,044 | $ 2,183,207 |
Restricted cash | 11,852 | 86,632 | 86,045 |
Cash, cash equivalents and restricted cash | $ 2,226,135 | $ 2,141,676 | $ 2,269,252 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail) | 12 Months Ended |
Mar. 31, 2021 | |
Computer [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Lesser of estimated useful life or remaining lease term |
Business Combination with MAAC
Business Combination with MAAC - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | [1] | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | ||
Business Combination with M A A C [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ | $ 56,116 | [1] | $ 20,000 | $ 301,744 | $ 999,193 | |||
Lock Up Period of Common Shares | 36 months | |||||||
Lock up period ,warrants | 36 months | |||||||
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||||||
Business Combination with M A A C [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 | $ 15 | ||||||
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Trading day period for earn out shares | 30 days | |||||||
Earn-Out share price | $ 20 | $ 20 | ||||||
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||||||
Business Combination with M A A C [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 M A A C [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 M A A C [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 M A A C [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,016,796 | |||||||
MAAC Sponsor [Member] | Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Portion of Share Subject to Earnout | 20.00% | |||||||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Portion of Share Subject to Earnout | 20.00% | |||||||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Ten Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Portion of Share Subject to Earnout | 10.00% | |||||||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period One [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Percentage of shares subject to lock-up for defined period of time | 25.00% | 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 M A A C [Line Items] | ||||||||
Percentage of shares subject to lock-up for defined period of time | 25.00% | 25.00% | ||||||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Two [Member] | Minimum [Member] | ||||||||
Business Combination with M A A C [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 M A A C [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 M A A C [Line Items] | ||||||||
Percentage of shares subject to lock-up for defined period of time | 50.00% | 50.00% | ||||||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Four [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Percentage of warrants subject to lock-up for defined period of time | 25.00% | 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 M A A C [Line Items] | ||||||||
Percentage of warrants subject to lock-up for defined period of time | 25.00% | 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 M A A C [Line Items] | ||||||||
Percentage of warrants subject to lock-up for defined period of time | 50.00% | 50.00% | ||||||
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Roivant Common Shares [Member] | Lock Up Period Seven [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Percentage of shares subject to lock-up for defined period of time | 25.00% | 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 M A A C [Line Items] | ||||||||
Percentage of shares subject to lock-up for defined period of time | 25.00% | 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 M A A C [Line Items] | ||||||||
Percentage of shares subject to lock-up for defined period of time | 50.00% | 50.00% | ||||||
Roivant Warrant [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Time To Warrant Exercisability | 30 days | |||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||
Private Placement Warrants [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||||
Class of Warrant or Right, Outstanding | shares | 10,214,365 | 10,214,365 | ||||||
Private Placement Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Stock price trigger for redemption of warrant | $ 18 | $ 18 | ||||||
Public Warrants [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||||
Class of Warrant or Right, Outstanding | shares | 20,535,896 | 20,535,896 | ||||||
Redemption of Roivant Warrants [Member] | Share Price Equal or Exceeds Eighteen Per Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Stock price trigger for redemption of warrant | $ 18 | $ 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 M A A C [Line Items] | ||||||||
Stock price trigger for redemption of warrant | 10 | $ 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 M A A C [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 M A A C [Line Items] | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Dollar [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Share Redemption Trigger Price | 18.00% | |||||||
Common Class A [Member] | Roivant Warrant [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Time To Warrant Exercisability | 30 days | |||||||
Montes Archimedes Acquisition Corp. [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 | 2.9262 | ||||||
Allocation of transaction costs incurred to warrants and earn-out shares | $ | $ 7,400 | $ 7,400 | ||||||
Montes Archimedes Acquisition Corp. [Member] | PIPE Financing [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 22,000,000 | |||||||
Share Price | $ 10 | $ 10 | ||||||
Stock Issued During Period, Value, New Issues | $ | $ 220,000 | |||||||
Cash received | $ | $ 213,400 | |||||||
Costs Incurred Related To Financing | $ | $ 24,400 | |||||||
Montes Archimedes Acquisition Corp. [Member] | Maac Class B Shares [Member] | Roivant Common Shares [Member] | ||||||||
Business Combination with M A A C [Line Items] | ||||||||
Exchange Ratio Of MAAC Class B To Roivant Common Shares | 0.75 | 0.75 | ||||||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | Jul. 27, 2021 | Sep. 29, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 |
Investments [Line Items] | ||||||||||||
Aggregate fair value investment | $ 398,743,000 | $ 398,743,000 | $ 188,978,000 | $ 93,445,000 | ||||||||
Carrying value of long-term investment | $ 0 | $ 0 | $ 100,563,000 | $ 0 | ||||||||
Common stock | 692,012,183 | 692,012,183 | 651,576,293 | 628,779,048 | ||||||||
Datavant Merger [Member] | ||||||||||||
Investments [Line Items] | ||||||||||||
Proceeds from sale of investment | $ 320,000,000 | |||||||||||
Gain on measurement of investment | $ 443,800 | |||||||||||
Datavant Merger Combined [Member] | Combined Company [Member] | ||||||||||||
Investments [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 17.00% | 17.00% | ||||||||||
Other Investments [Member] | ||||||||||||
Investments [Line Items] | ||||||||||||
Aggregate fair value investment | $ 7,900,000 | $ 7,900,000 | $ 11,100,000 | $ 8,900,000 | ||||||||
Arbutus Biopharma Corporation [Member] | ||||||||||||
Investments [Line Items] | ||||||||||||
Common stock Owned, Balance, Shares of Arbutus | 38,847,462 | 38,847,462 | ||||||||||
Preferred stock Owned, Balance, Shares of Arbutus | 1,164,000 | |||||||||||
Premium on the conversion price, percentage | 15.00% | |||||||||||
Annual compounded conversion rate for preferred share | 8.75% | |||||||||||
Conversion price | $ 7.13 | |||||||||||
Closing price | $ 6.20 | |||||||||||
Ownership interest, percentage | 49.90% | 49.90% | ||||||||||
Maximum allowed ownership interest percentage | 49.99% | |||||||||||
Aggregate fair value investment | $ 151,100,000 | $ 151,100,000 | $ 129,400,000 | 39,200,000 | ||||||||
Unrealized gain (loss) on investments | $ 15,600,000 | $ 16,300,000 | $ 21,700,000 | $ 98,700,000 | $ 90,200,000 | $ (99,900,000) | ||||||
Closing price of common stock | $ 3.89 | $ 3.89 | $ 3.33 | $ 1.01 | ||||||||
Equity method investment ownership percentage | 27.00% | 27.00% | ||||||||||
Common stock | 16,013,540 | 16,013,540 | ||||||||||
Preferred stock | 1,164,000 | 1,164,000 | ||||||||||
Investment owned conversion from preferred stock into common stock | 22,833,922 | |||||||||||
Sio Gene Therapies Inc [Member] | ||||||||||||
Investments [Line Items] | ||||||||||||
Ownership interest, percentage | 25.00% | 25.00% | ||||||||||
Aggregate fair value investment | $ 24,000,000 | $ 24,000,000 | $ 48,500,000 | $ 45,300,000 | ||||||||
Unrealized gain (loss) on investments | $ 16,300,000 | $ 34,200,000 | $ 24,500,000 | 6,300,000 | $ 3,200,000 | $ (31,600,000) | ||||||
Closing price of common stock | $ 1.29 | $ 1.29 | $ 2.61 | $ 2.44 | ||||||||
Gain on deconsolidation | $ 107,300,000 | |||||||||||
Datavant Holdings, Inc [Member] | ||||||||||||
Investments [Line Items] | ||||||||||||
Aggregate fair value investment | 224,100,000 | $ 215,700,000 | $ 215,700,000 | $ 99,000,000 | ||||||||
Unrealized gain (loss) on investments | $ 4,300,000 | $ 8,400,000 | ||||||||||
Preferred stock issued and sold | 639,140 | |||||||||||
Gain on deconsolidation | $ 86,500,000 | $ 86,500,000 | ||||||||||
Preferred stock issued and sold | 13,411,311 | |||||||||||
Carrying value of long-term investment | $ 100,600,000 | $ 100,600,000 | ||||||||||
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 | $ 27,200,000 | |||||||||||
Preferred stock issued and sold | 639,140 | 1,065,234 | ||||||||||
Total purchase price | $ 2,500,000 | |||||||||||
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) $ / shares in Units, $ in Thousands, € in Millions, $ in Millions | Jul. 31, 2020USD ($)shares | Nov. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Jul. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2019CAD ($) | Apr. 30, 2018USD ($) | May 31, 2012USD ($) | May 31, 2012EUR (€) | May 31, 2012CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) | ||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Long term debt | $ 170,280 | $ 204,042 | $ 204,042 | $ 170,280 | $ 108,592 | ||||||||||||||||||
Stock issued, value | 56,116 | [1] | $ 20,000 | [1] | 301,744 | 999,193 | |||||||||||||||||
Gain (loss) on remeasurement of investment | (38,036) | (18,235) | (14,382) | $ 107,210 | 95,533 | (136,005) | |||||||||||||||||
Research and development expense | 153,450 | 202,261 | 486,335 | 358,404 | 832,758 | 263,217 | |||||||||||||||||
Subscription receivable | 100,000 | 100,000 | |||||||||||||||||||||
Payment to acquire business, net | 0 | 500 | |||||||||||||||||||||
Share-based compensation expense | 487,797 | 45,516 | 84,958 | 122,572 | |||||||||||||||||||
Eisai Company Limited [Member] | Pharmanvanth Seven Gmbh [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to asset acquisition | $ 8,000 | ||||||||||||||||||||||
Research and development expense | 14,100 | 14,100 | |||||||||||||||||||||
Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable | $ 7,000 | ||||||||||||||||||||||
Stock shares issued during the period asset acquisition | shares | 874,957 | ||||||||||||||||||||||
Stock shares issued value during the period asset acquisition | $ 6,100 | ||||||||||||||||||||||
Payable for each additional product indication | 18,000 | 18,000 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 8 | ||||||||||||||||||||||
Eisai Company Limited [Member] | Pharmanvanth Seven Gmbh [Member] | Commercial Milestone [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Milestone payment payable | 295,000 | 295,000 | |||||||||||||||||||||
Eisai Company Limited [Member] | Pharmanvanth Seven Gmbh [Member] | Development And Regulatory Milestone [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Milestone payment payable | $ 65,000 | 65,000 | |||||||||||||||||||||
Silicon Therapeutics [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business combination, consideration transferred | $ 450,000 | ||||||||||||||||||||||
Research and development expense | 399,600 | ||||||||||||||||||||||
Number of shares issued in business combination | shares | 21,409,764 | ||||||||||||||||||||||
Payment to acquire business, net | $ 14,000 | 15,600 | |||||||||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, assets | 402,400 | 402,400 | |||||||||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, accounts payable | 281,700 | 281,700 | |||||||||||||||||||||
Business acquisition, equity interest issued or issuable, value assigned | 105,100 | 105,100 | |||||||||||||||||||||
Share-based compensation expense | 23,500 | ||||||||||||||||||||||
Fair value of common shares | 22,600 | 22,600 | |||||||||||||||||||||
Fair value of restricted stock | 15,600 | ||||||||||||||||||||||
Silicon Therapeutics [Member] | First Tranche [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Asset acquisition, consideration transferred, liabilities incurred | 350,000 | ||||||||||||||||||||||
Silicon Therapeutics [Member] | Second Tranche [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Asset acquisition, consideration transferred, liabilities incurred | 100,000 | ||||||||||||||||||||||
MAAC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to asset acquisition | 10,000 | ||||||||||||||||||||||
Research and development expense | 82,100 | ||||||||||||||||||||||
Asset acquisition, consideration transferred, liabilities incurred | 2,100 | ||||||||||||||||||||||
Asset acquisition, consideration transferred | 82,100 | ||||||||||||||||||||||
Asset acquisition, Consideration Transferred, Equity Interests Issued and Issuable | $ 70,000 | ||||||||||||||||||||||
Dermavant Sciences Ltd [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to asset acquisition | $ 191,000 | € 150 | |||||||||||||||||||||
Contingent payment | 133,000 | € 100 | |||||||||||||||||||||
Future development and commercial milestone payments | 137,000 | $ 180 | |||||||||||||||||||||
Long term debt | $ 117,500 | ||||||||||||||||||||||
Milestone payment | $ 23,000 | $ 30 | |||||||||||||||||||||
Nonrefundable, upfront payment | $ 60,000 | ||||||||||||||||||||||
Nonrefundable, upfront payment | $ 53,000 | ||||||||||||||||||||||
Non-refundable, up-front payment recognized | $ 60,000 | ||||||||||||||||||||||
Genevant Sciences Ltd [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Equity ownership interest, additional cash contribution | $ 38,700 | ||||||||||||||||||||||
Promissory notes issued | $ 20,100 | ||||||||||||||||||||||
Stock issued | shares | 74,272,043 | ||||||||||||||||||||||
Stock issued, value | $ 20,500 | ||||||||||||||||||||||
Aggregate principal amount of notes converted | $ 15,100 | ||||||||||||||||||||||
Notes converted, shares issued | shares | 54,526,549 | ||||||||||||||||||||||
Percentage controlling interest | 82.90% | 82.90% | |||||||||||||||||||||
Investment, fair value | 28,800 | 28,800 | |||||||||||||||||||||
Gain (loss) on remeasurement of investment | 28,800 | ||||||||||||||||||||||
Fair value of noncontrolling interests | 9,200 | 9,200 | |||||||||||||||||||||
Cash paid for common shares | 20,500 | ||||||||||||||||||||||
Business combination, consideration transferred | $ 58,500 | ||||||||||||||||||||||
Research and development expense | 41,400 | ||||||||||||||||||||||
Genevant Sciences Ltd [Member] | Arbutus Biopharma Corporation [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Stock issued | shares | 9,057,566 | ||||||||||||||||||||||
Stock issued, value | $ 2,500 | ||||||||||||||||||||||
ProteoVant Sciences, Inc [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to asset acquisition | 101,200 | ||||||||||||||||||||||
Milestone payment | $ 100,000 | ||||||||||||||||||||||
Aggregate principal amount of notes converted | $ 11,500 | ||||||||||||||||||||||
Research and development expense | 116,500 | ||||||||||||||||||||||
Upfront proceeds | 105,000 | ||||||||||||||||||||||
Payment under SRA | 15,500 | ||||||||||||||||||||||
Settlement of promissory notes receivable | 11,900 | ||||||||||||||||||||||
Fair value of future contingent consideration payments | $ 3,400 | $ 3,400 | |||||||||||||||||||||
Equity investment | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||||||||||||||
Ownership interest | 40.00% | ||||||||||||||||||||||
Subscription receivable | $ 100,000 | ||||||||||||||||||||||
ProteoVant Sciences, Inc [Member] | First Product First Product for Each Molecular Target Covered by Intellectual Property [Member] | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Future development and commercial milestone payments | 8,600 | ||||||||||||||||||||||
ProteoVant Sciences, Inc [Member] | First Product Targets Targeting Each of Two Specified Initial Targets [Member] | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Future development and commercial milestone payments | 100,000 | ||||||||||||||||||||||
ProteoVant Sciences, Inc [Member] | First Product Targets Each of Certain Specified Additional MolecularTargets [Member] | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Future development and commercial milestone payments | 51,000 | ||||||||||||||||||||||
Affivant Sciences [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments to asset acquisition | 40,000 | ||||||||||||||||||||||
Newly issued shares | 20,000 | ||||||||||||||||||||||
Affivant Sciences [Member] | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Future development and commercial milestone payments | $ 2,000,000 | ||||||||||||||||||||||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 27, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | May 31, 2021 | Mar. 31, 2021 |
Transaction Agreement [Line Items] | |||||||||
Gain (loss) on sale of stock transactions | $ (43,398) | ||||||||
Escrow amount | $ 75,000 | ||||||||
Restricted cash | $ 11,852 | $ 11,852 | 86,045 | 86,632 | |||||
Transition Services And Strategic Cooperation Agreement [Member] | |||||||||
Transaction Agreement [Line Items] | |||||||||
Transition and cooperation agreement billed amount,Net of amounts billed by sumitovant | $ 200 | $ 300 | 800 | $ 1,100 | |||||
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% | 75.00% | |||||||
Number of shares transferred | 78,867,360 | ||||||||
Gain (loss) on sale of stock transactions | $ 2,000,000 | ||||||||
Escrow amount | $ 75,000 | $ 75,000 | |||||||
Restricted cash | 75,000 | $ 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] | |||||||||
Aggregate fair value of issued instruments to employees on transaction | 39,100 | ||||||||
Deferred compensation equity | 24,800 | ||||||||
Deferred compensation liability | 14,300 | ||||||||
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements | 5,134,088 | 5,470,387 | 5,134,088 | 5,470,387 | 5,504,124 | 5,458,543 | |||
Sumitomo [Member] | Maximum | |||||||||
Transaction Agreement [Line Items] | |||||||||
Repurchase of RSL's equity securities approved amount | $ 1,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary Of Disposal Groups Including Discontinued Operations Income Statement (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 265,452 | |
General and administrative | 119,885 | |
Total operating expenses | 385,337 | |
Loss from operations | (385,337) | |
Gain on sale of business | (1,985,949) | |
Interest income | (2,305) | |
Interest expense(1) | 13,733 | |
Other expense | 8,866 | |
Income from discontinued operations before income taxes | 1,580,318 | |
Income tax expense | 1,892 | |
Income from discontinued operations, net of tax | $ 0 | 1,578,426 |
Loss from discontinued operations before income taxes attributable to noncontrolling interests | (141,783) | |
Income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. | 1,722,101 | |
Income from discontinued operations before income taxes | $ 1,580,318 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Cash Flows From Discontinued Operations (Detail) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Gain on sale of business | $ (1,985,949) |
Share-based compensation | 54,821 |
Acquired in-processresearch and development | $ 16,405 |
Certain Balance Sheet Compone_3
Certain Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | |||
Prepaid expenses | $ 50,952 | $ 39,544 | $ 16,344 |
Receivables for value added tax (VAT) paid | 807 | 5,978 | |
Note receivable | 0 | 5,000 | |
Trade and other receivables, net | 8,921 | 11,222 | 3,669 |
Income tax receivable | 2,627 | 1,803 | 632 |
Other | 7,834 | 1,681 | |
Other | 874 | 2,140 | |
Total other current assets | $ 70,334 | $ 54,250 | $ 33,763 |
Certain Balance Sheet Compone_4
Certain Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Balance Sheet Components [Line Items] | |||
Total accrued expenses | $ 112,679 | $ 76,936 | $ 68,621 |
R&D Expenses [Member] | |||
Balance Sheet Components [Line Items] | |||
Total accrued expenses | 67,796 | 20,755 | 21,607 |
Employee Related Expenses [Member] | |||
Balance Sheet Components [Line Items] | |||
Total accrued expenses | 31,115 | 38,552 | 29,113 |
Professional Services Expenses [Member] | |||
Balance Sheet Components [Line Items] | |||
Total accrued expenses | 5,411 | 10,267 | 5,135 |
Other General and Administrative Expenses [Member] | |||
Balance Sheet Components [Line Items] | |||
Total accrued expenses | $ 8,357 | $ 7,362 | $ 12,766 |
Certain Balance Sheet Compone_5
Certain Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred revenue | $ 4,972 | $ 5,918 | $ 3,621 |
Income tax payable | 813 | 207 | 1,497 |
Other | 6,650 | 3,037 | 234 |
Total other current liabilities | $ 12,435 | $ 9,162 | $ 5,352 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Long-term Debt, Unclassified [Abstract] | ||||
Principal amount | $ 211,900 | $ 170,100 | ||
Principal amount | 171,490 | $ 110,490 | ||
Exit fee / end of term charge | 5,000 | $ 5,000 | 1,390 | |
Less: unamortized debt discount and issuance costs | (12,858) | (1,210) | (1,898) | |
Total debt, net | 204,042 | 170,280 | 108,592 | |
Less: current portion | 0 | 0 | 0 | |
Total long term debt, net | $ 204,042 | $ 170,280 | $ 108,592 |
Long-Term Debt - Additional In
Long-Term Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2021 | May 31, 2021 | Jan. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2019 | Mar. 31, 2019 | Oct. 31, 2018 | Aug. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||
Debt principal amount | $ 20,000 | $ 20,000 | ||||||||
Debt interest rate | 9.95% | 9.95% | ||||||||
Debt Instrument, Fee Amount | $ 4,000 | $ 1,400 | $ 1,400 | |||||||
Debt Instrument Exit Fee and End of Term Charge | $ 5,000 | $ 5,000 | 1,390 | |||||||
Proceed from equity and debt financing | $ 110,000 | |||||||||
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 | $ 171,900 | 150,100 | $ 89,100 | |||||||
NovaQuest Agreement [Member] | Regulatory Milestone [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount required milestone payments | 440,600 | 440,600 | ||||||||
Possible offset of regulatory milestone payments with commercial milestone | 88,100 | 88,100 | ||||||||
NovaQuest Agreement [Member] | Commercial Milestone [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount required milestone payments | $ 141,000 | $ 141,000 |
Long-Term Debt - Schedule of Co
Long-Term Debt - Schedule of Company's Annual Payments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 3,129 |
2023 | 13,306 |
2024 | 4,955 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total | $ 21,390 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sumitovant [Member] | ||
Related Party Transaction [Line Items] | ||
Cost incurred and recorded as offsets to general and administrative expenses | $ 1.4 | $ 0.2 |
Sumitomo [Member] | ||
Related Party Transaction [Line Items] | ||
Access fee paid pursuant to strategic cooperation agreement | $ 1 | $ 1 |
Shareholders' Equity and Rede_3
Shareholders' Equity and Redeemable Non-Controlling Interest - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 27, 2019shares | Dec. 26, 2019$ / shares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | May 31, 2020$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Jan. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021$ / shares | Jul. 01, 2021USD ($) | May 31, 2021shares | Feb. 29, 2020USD ($) | ||
Class of Stock [Line Items] | |||||||||||||||||||||
Earnout shares | (i) during any Trading Period prior to March 31, 2023, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $17.50 per share; and (ii) during any Trading Period prior to March 31, 2025, 10,000,000 Earnout Shares upon the achievement of a volume-weighted average price of at least $31.50 per share. | ||||||||||||||||||||
Common stock issued | 651,576,293 | 17,547,938 | 628,779,048 | 692,012,183 | 692,012,183 | 651,576,293 | 628,779,048 | 17,547,938 | |||||||||||||
Net proceeds of common stock | $ | $ 0 | $ 999,193 | |||||||||||||||||||
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 | 7,000,000,000 | 7,000,000,000 | 7,000,000,000 | 7,000,000,000 | |||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |||||||||||||||
Sk [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Subscription Received | $ | $ 100,000 | ||||||||||||||||||||
Equity Method Investments | $ | $ 200,000 | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | ||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of stock , share converted | 2,500,000 | ||||||||||||||||||||
Carrying amount of the convertible promissory | $ | $ 35,600 | $ 35,600 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Public offering shares of common stock | 7,223,014 | [1] | 1,387,481 | [1] | 21,077,155 | 78,867,360 | |||||||||||||||
Roivant Common Shares [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 | |||||||||||||||||||
Common stock, 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 | 2.9262 | |||||||||||||||||||
Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Public offering shares of common stock | 380,000 | 1,034,483 | |||||||||||||||||||
Net proceeds of common stock | $ | $ 12,500 | $ 15,000 | |||||||||||||||||||
Sumitomo Transaction Agreement [Member] | Roivant Equity Repurchase [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Offer to repurchase common stock held by each holder | 11.23% | ||||||||||||||||||||
Common stock per share | $ / shares | $ 12.68 | ||||||||||||||||||||
Description of share repurchase offer | The offers included (i) an offer to repurchase up to approximately 11.23% of the common stock held by each holder (and its affiliates) of the Company’s common stock as of December 26, 2019, at a price per share of $12.68 representing fair value of the common stock, (ii) an offer to purchase vested stock options whose fair market value (as determined as of December 27, 2019) was less than or equal to the fair market value of approximately 11.23% of the earliest-granted of such holder’s outstanding vested and unvested stock options, at a purchase price equal to such vested option’s fair market value, and (iii) an offer to holders of performance restricted stock units (“pRSUs”) to surrender 100% of their existing pRSUs in exchange for newly issued performance stock options and capped value appreciation rights. The offer to the holders of pRSUs included an offer by the Company to immediately purchase approximately 11.23% of the newly issued performance stock options and capped value appreciation rights for cash. | ||||||||||||||||||||
Maximum | Sumitomo Transaction Agreement [Member] | Roivant Equity Repurchase [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Equity securities authorized for repurchase | $ | $ 1,000,000 | ||||||||||||||||||||
Immunovant, Inc [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Earnout shares | 20,000,000 | ||||||||||||||||||||
Immunovant, Inc [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of stock , share converted | 7,156,495 | ||||||||||||||||||||
Immunovant, Inc [Member] | Warrant | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of outstanding warrants | 5,719,145 | 5,750,000 | 5,719,145 | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||||||||
Number of exercisable outstanding warrants | 11,438,290 | 11,500,000 | 11,438,290 | ||||||||||||||||||
Proceeds of warrants | $ | $ 65,800 | ||||||||||||||||||||
Warrants cancellation | $ | $ 61,710 | ||||||||||||||||||||
Immunovant, Inc [Member] | Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock per share | $ / shares | $ 33 | $ 14.50 | |||||||||||||||||||
Public offering shares of common stock | 6,060,606 | 9,613,365 | |||||||||||||||||||
Net proceeds of common stock | $ | $ 188,100 | $ 131,000 | |||||||||||||||||||
Sumitomo [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares transferred | 78,867,360 | 78,867,360 | |||||||||||||||||||
Share price | $ / shares | $ 12.68 | ||||||||||||||||||||
Net proceeds from sale of stock | $ | $ 999,200 | ||||||||||||||||||||
Sumitomo [Member] | Maximum | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Equity securities authorized for repurchase | $ | $ 1,000,000 | ||||||||||||||||||||
Cytovant Science HK Ltd [Member] | Series A 1 Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares transferred | 20,085,301 | ||||||||||||||||||||
Share price | $ / shares | $ 1.17 | $ 1.17 | |||||||||||||||||||
Net proceeds from sale of stock | $ | $ 22,500 | ||||||||||||||||||||
Health Sciences [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of outstanding warrants | 11,500,000 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 11.50 | ||||||||||||||||||||
Health Sciences [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of outstanding warrants | 5,750,000 | ||||||||||||||||||||
Health Sciences [Member] | Immunovant, Inc [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Cash as a result of the Business Combination | $ | $ 111,000 | ||||||||||||||||||||
Proceeds related to common stock purchase by RSL | $ | $ 5,100 | ||||||||||||||||||||
Immunovant Sciences Ltd [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock issued | 20,000,000 | 20,000,000 | |||||||||||||||||||
Immunovant Sciences Ltd [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Restricted shares vested | 1,800,000 | 1,800,000 | |||||||||||||||||||
Immunovant Sciences Ltd [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion of stock , share converted | 3,499,995 | ||||||||||||||||||||
Sinovant Inc [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Annualized return rate | 12.00% | ||||||||||||||||||||
Preferred stock purchase price per share | $ / shares | $ 12.26 | ||||||||||||||||||||
Preferred stock purchase price | $ | $ 132,900 | ||||||||||||||||||||
Repurchase of redeemable noncontrolling interest | $ | $ 77,800 | ||||||||||||||||||||
[1] | Retroactively restated for the stock subdivision as described in Note 3. |
Shareholders' Equity and Rede_4
Shareholders' Equity and Redeemable Non-Controlling Interest - Schedule of payments of equity securities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Payments for Repurchase of Equity [Abstract] | ||||
Common stock | $ 950,722 | |||
Other equity instruments | 39,292 | |||
Total cash paid | $ 2,247 | $ 113 | $ 113 | $ 990,014 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 71,216,000 | $ 17,324,000 | $ 487,797,000 | $ 45,516,000 | $ 84,958,000 | $ 67,751,000 | ||
Achievement Of Liquidity Event Vesting Condition Upon Closing Of Business Combination [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
One time catch up expense | $ 372,900,000 | |||||||
RSUs [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 0 | |||||||
Grant expiration period | 8 years | |||||||
Unrecognized compensation expense related to non-vested stock | $ 83,800,000 | |||||||
Performance Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 0 | |||||||
Unrecognized compensation expense related to non-vested stock | 337,800,000 | |||||||
CVARs [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 0 | |||||||
Unrecognized compensation expense | 23,000,000 | |||||||
Performance RSU [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 12,300,000 | |||||||
Unrecognized compensation expense | 2,800,000 | |||||||
RSL Common Share Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 100,000 | |||||||
Remaining weighted-average service period | 3 years 4 months 20 days | |||||||
Unrecognized compensation expense | $ 6,900,000 | |||||||
Restricted common stock fair value | $ 15,600,000 | |||||||
Share based compensation by share based award equity instruments other than options non vested number | 1,720,090 | 0 | ||||||
2015 EIP [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares reserved for future issuance | 66,717,360 | |||||||
Common shares available for grant | 30,129,783 | |||||||
Share-based compensation expense | $ 32,300,000 | $ 31,800,000 | ||||||
Unrecognized compensation expense related to non-vested stock | $ 70,800,000 | |||||||
Remaining weighted-average service period | 2 years 11 months 15 days | |||||||
Stock options vested | 16,193,146 | 12,067,511 | ||||||
2015 EIP [Member] | Special Reserve [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares reserved for future issuance | 77,714,699 | |||||||
Common shares available for grant | 0 | |||||||
2015 EIP [Member] | RSUs [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation by share based award equity instruments other than options non vested number | 6,708,799 | 2,949,911 | ||||||
2015 EIP [Member] | CVARs [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation by share based award equity instruments other than options non vested number | 16,223,818 | 16,223,818 | 32,447,626 | 32,447,626 | ||||
Share based compensation by share based award equity instruments other than options vested number | 16,223,808 | 16,223,808 | ||||||
Subsidiary EIPs [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 12,900,000 | $ 9,000,000 | $ 32,400,000 | $ 21,400,000 | $ 29,100,000 | $ 22,100,000 | ||
Grant vesting period | 4 years | |||||||
Grant contractual term | 10 years | |||||||
pRSU Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares reserved for future issuance | 585,229 | |||||||
Grant expiration period | 8 years | |||||||
Equity repurchase | $ 49,875,513 | |||||||
Percentage of share repurchased | 11.23% | |||||||
pRSU Plan [Member] | Performance RSU [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation by share based award equity instruments other than options non vested number | 585,229 | 780,831 | ||||||
2021 EIP [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares available for grant | 60,709,875 | 60,709,875 | ||||||
2021 EIP [Member] | CVARs [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation by share based award weighted average intrinsic value of equity instruments other than options granted | 6,317,350 | |||||||
Share based compensation by share based award aggregate fair value of equity instruments other than options granted | $ 31,300,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Fair Value Assumptions (Detail) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 74.84% | 66.47% |
Expected risk free interest rate | 0.43% | 2.27% |
Expected term | 6 years 3 months | 6 years 8 months 19 days |
Expected dividend yield | 0.00% | 0.00% |
Performance Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 73.60% | |
Expected risk free interest rate | 0.62% | |
Expected term | 6 years | |
Expected dividend yield | 0.00% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Option [Member] | 2015 EIP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding ,Beginning balance | 27,474,942 | 23,926,758 | |
Options Granted | 4,338,396 | ||
Options Forfeited/Canceled | (790,212) | ||
Stock options outstanding , Ending balance | 27,474,942 | 23,926,758 | |
Stock options exercisable | 16,193,146 | ||
Weighted average exercise price, Beginning balance | $ 9.10 | $ 8.38 | |
Weighted average exercise price, Granted | 13.23 | ||
Weighted average exercise price,Forfeited/Canceled | 10.21 | ||
Weighted average exercise price, Ending balance | 9.10 | $ 8.38 | |
Weighted average exercise price, exercisable | 7.35 | ||
Weighted Average Grant Date Fair Value, Beginning balance | $ 6.12 | 5.65 | |
Weighted average grant date fair value, Granted | 8.67 | ||
Weighted Average Grant Date Fair Value, Granted | 6.78 | ||
Weighted Average Grant Date Fair Value, Ending balance | 6.12 | $ 5.65 | |
Weighted Average Grant Date Fair Value, exercisable | $ 5.11 | ||
Weighted Average Remaining Contractual Life | 7 years 3 months 3 days | 7 years 11 months 4 days | |
Weighted Average Remaining Contractual Life, exercisable | 6 years 5 months 26 days | ||
Stock options and performance stock options [Member] | R S L Equity Plans Member | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding ,Beginning balance | 69,687,308 | ||
Options Granted | 11,999,734 | ||
Options Forfeited/Canceled | (932,868) | ||
Stock options outstanding , Ending balance | 80,754,174 | 69,687,308 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Fair Value of Vested Stock Option (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Grant date fair value of stock options vested | $ 25,711 | $ 33,789 |
Weighted-average grant date fair value per share of stock options granted | $ 8.67 | $ 7.05 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Restricted Stock Units (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
RSUs [Member] | 2015 EIP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested balance, beginning | 6,708,799 | 2,949,911 |
Granted | 4,255,277 | |
Forfeited | (496,389) | |
Non-vested balance, ending | 6,708,799 | |
Non-vested units, Beginning balance | $ 12.48 | $ 11.11 |
Weighted Average Grant Date Fair Value,Granted | 13.39 | |
Weighted Average Grant Date Fair Value,Forfeited | 12.43 | |
Non-vested units , Ending balance | $ 12.48 | |
Restricted Stock And Performance Stock Units [Member] | R S L Equity Plans Member | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested balance, beginning | 7,294,028 | |
Granted | 19,757,518 | |
Vested | (3,448,650) | |
Forfeited | (1,015,215) | |
Non-vested balance, ending | 22,587,681 | 7,294,028 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding ,Beginning balance | 42,485,108 | |
Options Granted | 0 | |
Options Forfeited | (272,742) | |
Stock options outstanding , Ending balance | 42,212,366 | 42,485,108 |
Weighted average exercise price, Beginning balance | $ 13.32 | |
Weighted average exercise price, Granted | 0 | |
Weighted average exercise price, Forfeited | 15.85 | |
Weighted average exercise price, Ending balance | 13.30 | $ 13.32 |
Weighted average grant date fair value, Beginning balance | 8.13 | |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, Forfeited | 7.58 | |
Weighted average grant date fair value, Ending balance | $ 8.01 | $ 8.13 |
Performance Options outstanding at March 31 | 5 years | 6 years |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested balance, beginning | 32,447,626 | 32,447,626 |
Granted | 0 | |
Forfeited | 0 | |
Non-vested balance, ending | 16,223,818 | 32,447,626 |
Non-vested units, Beginning balance | $ 0.72 | $ 0.72 |
Weighted average grant date fair value, Granted | 0 | |
Weighted average grant date fair value, forfeited | 0 | |
Non-vested units , Ending balance | $ 0.72 |
Share-Based Compensation - Su_6
Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member] | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | shares | 780,831 |
Units Granted | shares | 0 |
Units Forfeited | shares | (195,602) |
Non-vested balance, ending | shares | 585,229 |
Non-vested units, Beginning balance | $ / shares | $ 4.76 |
Units Granted | $ / shares | 0 |
Units Forfeited | $ / shares | 4.76 |
Non-vested units , Ending balance | $ / shares | $ 4.76 |
Share-Based Compensation - Su_7
Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award | 12 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 0 |
Granted | 1,720,090 |
Vested | 0 |
Forfeited | 0 |
Non-vested balance, ending | 1,720,090 |
Weighted Average Grant Date Fair Value, vested | $ / shares | $ 13.16 |
Weighted Average Grant Date Fair Value, vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 13.16 |
Share-Based Compensation - Su_8
Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 71,216 | $ 17,324 | $ 487,797 | $ 45,516 | $ 84,958 | $ 67,751 |
R&D Expenses [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 17,669 | 3,754 | 47,441 | 6,760 | 22,637 | 7,738 |
G&A Expenses [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 53,547 | $ 13,570 | $ 440,356 | $ 38,756 | $ 62,321 | $ 60,013 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes by Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Loss before income taxes: | |||
Total loss before income taxes | $ (898,547) | $ (560,986) | |
United States [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (212,921) | (69,264) | |
Switzerland [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (424,494) | (355,422) | |
Bermuda [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | (227,471) | (105,604) | |
Other [Member] | |||
Loss before income taxes: | |||
Total loss before income taxes | [1] | $ (33,661) | $ (30,696) |
[1] | Primarily Greater China and United Kingdom activity |
Income Taxes - Schedule Compone
Income Taxes - Schedule Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Current taxes: | |||||||
Total current tax expense | $ 1,686 | $ 7,124 | |||||
Deferred taxes: | |||||||
Total deferred tax benefit | 0 | 0 | |||||
Income tax provision | $ 38 | $ (224) | $ 532 | $ 1,708 | 1,686 | 7,124 | |
United States [Member] | |||||||
Current taxes: | |||||||
Total current tax expense | 1,365 | 6,327 | |||||
Deferred taxes: | |||||||
Total deferred tax benefit | 0 | 0 | |||||
Switzerland [Member] | |||||||
Current taxes: | |||||||
Total current tax expense | 0 | 0 | |||||
Deferred taxes: | |||||||
Total deferred tax benefit | 0 | 0 | |||||
Bermuda [Member] | |||||||
Current taxes: | |||||||
Total current tax expense | 0 | 0 | |||||
Deferred taxes: | |||||||
Total deferred tax benefit | 0 | 0 | |||||
Other [Member] | |||||||
Current taxes: | |||||||
Total current tax expense | [1] | 321 | 797 | ||||
Deferred taxes: | |||||||
Total deferred tax benefit | $ 0 | $ 0 | |||||
[1] | Primarily Greater China, United States state and local and United Kingdom activity |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||||
Effective tax rate | (0.01%) | 0.10% | (0.10%) | (0.50%) | (0.19%) | (1.27%) |
Valuation allowance | $ 303,287 | $ 187,831 | ||||
Valuation allowance increase (decrease) | 115,500 | (168,000) | ||||
Unrecognized tax benefits | 0 | $ 0 | ||||
United States and Local Jurisdiction [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses | $ 69,700 | |||||
Minimum | United States and Local Jurisdiction [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses expiration date | Mar. 31, 2035 | |||||
Maximum | United States and Local Jurisdiction [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses expiration date | Mar. 31, 2041 | |||||
Switzerland [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses | $ 1,181,100 | |||||
United States [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses | $ 122,200 | |||||
Percentage of future taxable income | 80.00% | |||||
Research and development tax credit carryforwards | $ 19,100 | |||||
United States [Member] | Minimum | ||||||
Income Tax Disclosure [Line Items] | ||||||
Research and development tax credit expiration date | Mar. 31, 2035 | |||||
United States [Member] | Maximum | ||||||
Income Tax Disclosure [Line Items] | ||||||
Research and development tax credit expiration date | Mar. 31, 2041 | |||||
United Kingdom [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses | $ 28,600 | |||||
Other Jurisdictions [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Net operating losses | $ 75,800 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax assets | ||
Research tax credits | $ 19,063 | $ 6,303 |
Intangible assets | 50,564 | 43,626 |
Net operating loss | 202,906 | 116,619 |
Share-based compensation | 26,623 | 18,413 |
Lease liabilities | 16,638 | 17,194 |
Other | 7,303 | 7,060 |
Subtotal | 323,097 | 209,215 |
Valuation allowance | (303,287) | (187,831) |
Deferred tax liabilities | ||
Depreciation | (1,214) | (1,833) |
Right-of-use assets | (13,908) | (15,409) |
Other | (4,688) | (4,142) |
Net Deferred tax assets/(liabilities), net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||
Income tax benefit at Bermuda statutory rate | $ 0 | $ 0 | |||||
Foreign rate differential | [1] | (150,778) | (74,922) | ||||
Permanent disallowed IPR&D | 111,432 | ||||||
Nondeductible changes in the fair value of investments and loss from equity method investment | (22,472) | 20,840 | |||||
Nontaxable (loss) gain on deconsolidation of business | (16,438) | 29,041 | |||||
Permanent adjustments | 2,923 | (20,395) | |||||
R&D tax credits | (10,555) | (5,990) | |||||
Rate changes | 2,443 | (29,238) | |||||
Valuation allowance | 85,046 | 87,677 | |||||
Other | 85 | 111 | |||||
Income tax provision | $ 38 | $ (224) | $ 532 | $ 1,708 | $ 1,686 | $ 7,124 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||||
Foreign rate differential(1) | [1] | 16.78% | 13.36% | ||||
Permanent disallowed IPR&D | (12.40%) | ||||||
Nondeductible changes in the fair value of investments and loss from equity method investment | 2.50% | (3.72%) | |||||
Nontaxable (loss) gain on deconsolidation of business | 1.83% | (5.18%) | |||||
Permanent adjustments | (0.33%) | 3.64% | |||||
R&D tax credits | 1.17% | 1.07% | |||||
Rate changes | (0.27%) | 5.21% | |||||
Change in Valuation Allowance | (9.46%) | (15.63%) | |||||
Other | (0.01%) | (0.02%) | |||||
Total income tax expense | (0.01%) | 0.10% | (0.10%) | (0.50%) | (0.19%) | (1.27%) | |
[1] | Primarily related to operations in Switzerland, the United Kingdom, and other jurisdictions with statutory tax rates different than the Bermuda rate. |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Maturities of operating lease liabilities [Abstract] | |
2022 | $ 13,386 |
2023 | 11,814 |
2024 | 11,718 |
2025 | 9,734 |
2026 | 8,617 |
Thereafter | 51,674 |
Total lease payments | 106,943 |
Less: present value adjustment | (29,348) |
Less: tenant improvement allowance | (2,898) |
Total | $ 74,697 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease ROU Assets and Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 8,830 | $ 8,108 | ||
Operating lease ROU assets obtained in exchange for operating lease liabilities | $ 4,806 | $ 1,549 | $ 5,491 | $ 56,025 |
Weighted average remaining lease term (in years) | 9 years 7 months 6 days | 10 years 2 months 12 days | ||
Weighted average discount rate | 7.10% | 7.10% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 11,931 | $ 11,515 |
Short-term lease cost | 237 | 872 |
Variable lease cost | 704 | 379 |
Total operating lease cost | $ 12,872 | $ 12,766 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | $ 398,743 | $ 188,978 | $ 93,445 |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | 1,448,771 | 1,420,597 | 1,874,662 |
Assets held in Trust Account | 1,847,514 | 1,609,575 | 1,968,107 |
Debt issued by Dermavant to NovaQuest | 171,900 | 150,100 | 89,100 |
Liability instruments measured at fair value | 94,600 | 67,893 | 102,373 |
Total liabilities at fair value | 266,500 | 217,993 | 191,473 |
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 | 1,448,771 | 1,420,597 | 1,874,662 |
Assets held in Trust Account | 1,631,833 | 1,533,538 | 1,945,045 |
Liability instruments measured at fair value | 42,098 | ||
Total liabilities at fair value | 42,098 | ||
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 | 76,037 | 23,062 | |
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 | 215,681 | ||
Debt issued by Dermavant to NovaQuest | 171,900 | 150,100 | 89,100 |
Liability instruments measured at fair value | 52,502 | 67,893 | 102,373 |
Total liabilities at fair value | 224,402 | 217,993 | 191,473 |
Other Investment [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 7,981 | 11,129 | 8,880 |
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 | 7,981 | 11,129 | 8,880 |
Sio Gene Therapies Inc [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 24,000 | 48,500 | 45,300 |
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 | 23,965 | 48,487 | 45,329 |
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 | 23,965 | 48,487 | 45,329 |
Arbutus Biopharma Corporation [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 151,100 | 129,400 | 39,200 |
Arbutus Biopharma Corporation [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 76,037 | 23,062 | |
Arbutus Biopharma Corporation [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 | 76,037 | 23,062 | |
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 | 151,116 | 53,325 | 16,174 |
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 | 151,116 | $ 53,325 | $ 16,174 |
Datavant [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment | 215,681 | ||
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 | $ 215,681 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Mar. 31, 2021 |
Warrant | Roiv Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 42.1 | |
Warrant | Roiv Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | 21 | |
Roiv Earnout Shares [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non financial liabilities at fair value | 23.1 | |
Roiv Liability Instruments Measured At Fair Value [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 8.4 | $ 62.4 |
Sumitomo Options [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 5.5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | |
Liability Instruments Measured At Fair Value [Member] | |||
Fair Value Disclosures [Line Items] | |||
Fair value of options | $ 62.4 | $ 95.9 | |
Liability Instruments Measured At Fair Value [Member] | Private Placement Warrants | |||
Fair Value Disclosures [Line Items] | |||
Derivative Liability | $ 21 | ||
Liability Instruments Measured At Fair Value [Member] | Earnout Shares [Member] | |||
Fair Value Disclosures [Line Items] | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 23.1 | ||
Minimum | Measurement Input, Discount Rate [Member] | |||
Fair Value Disclosures [Line Items] | |||
Discount rate | 6 | 10 | |
Maximum | Measurement Input, Discount Rate [Member] | |||
Fair Value Disclosures [Line Items] | |||
Discount rate | 17 | 12 |
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 | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Balance at beginning of period | $ 217,993 | $ 191,473 | $ 191,473 | $ 103,628 |
Fair value of liability instrument issued | 38,634 | 101,567 | ||
Changes in fair value of debt and liability instruments, included in net loss | 29,247 | 31,577 | 29,845 | (13,722) |
Termination of DSP Options | (61,472) | |||
Liability instruments disposed due to deconsolidation of subsidiary | (3,325) | (3,325) | ||
Balance at end of period | $ 224,402 | $ 219,725 | $ 217,993 | $ 191,473 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change IN Fair Value of the Level 3 Assets (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Dec. 31, 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 | (8,466) |
Ending Balance | $ 215,681 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques (Detail) | Dec. 31, 2021yr |
Volatility | Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 100.00% |
Volatility | Earnout Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 80.60% |
Volatility | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 32.50% |
Risk-free rate | Datavant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 0.41% |
Risk-free rate | Earnout Shares [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 1.22% |
Risk-free rate | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Asset Measurement Input | 1.22% |
Term (in years) | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 4.75 |
Fair Value Measurements - Sch_5
Fair Value Measurements - Schedule of Fair Value of Unobservable Input Related To Options to Acquire Under Sumitomo Transaction Agreement (Detail) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Measurement Input, Expected Term [Member] | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Time to expiration (in years) | 3 years 7 months 2 days | 5 months 26 days |
Measurement Input, Expected Term [Member] | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Time to expiration (in years) | 3 years 7 months 2 days | 4 years 7 months 2 days |
Risk-free rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.0052 | 0.0015 |
Risk-free rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.0052 | 0.0035 |
Measurement Input, Option Volatility [Member] | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.890 | 0.910 |
Measurement Input, Option Volatility [Member] | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 0.950 | 1.100 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, employer matching contribution | $ 1.7 | $ 1.7 |
Other (Income) Expense, Net - S
Other (Income) Expense, Net - Summary of Other Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Other (income) expense [Abstract] | ||||||
Loss from equity method investment | $ 0 | $ 3,750 | $ 3,750 | $ 21,386 | ||
Interest income | $ (66) | $ (159) | (199) | (1,359) | (1,418) | (17,990) |
Interest expense | 1,501 | 737 | 5,566 | 2,136 | 2,809 | 7,683 |
Other (expense) income | (2,464) | (6,366) | (2,838) | (8,230) | 3,560 | 2,543 |
Total | $ (1,029) | $ (5,788) | $ 2,529 | $ (3,703) | $ 8,701 | $ 13,622 |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary of Basic and Diluted Net Income Per Share of Common Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations, net of tax | $ (900,233) | $ (568,110) |
Net loss from continuing operations, net of tax, attributable to noncontrolling interest | (90,999) | (48,716) |
Loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. | (809,234) | (519,394) |
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock | (77,777) | |
Basic and diluted loss from continuing operations, net of tax, attributable to Roivant Sciences Ltd. | (809,234) | (597,171) |
Income from discontinued operations, net of tax | 0 | 1,578,426 |
Net loss from discontinued operations, net of tax, attributable to noncontrolling interest | (141,477) | |
Net income from discontinued operations, net of tax, attributable to Roivant Sciences Ltd. | 0 | 1,719,903 |
Basic and diluted income from discontinued operations, net of tax | 1,719,903 | |
Basic and diluted net (loss) income attributable to Roivant Sciences | $ (809,234) | $ 1,122,732 |
Net Loss per Common Share - S_2
Net Loss per Common Share - Summary of Basic and Diluted Net Income Per Share of Common Stock (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Earnings Per Share [Abstract] | |
Deemed dividend on repurchase of redeemable noncontrolling interest relating to subsidiary convertible and redeemable preferred stock | $ 77,777 |
Net Loss per Common Share - S_3
Net Loss per Common Share - Summary Of Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Stock options and 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 | 80,754,174 | 69,852,354 | |
Restricted stock units and performance stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 22,587,681 | 6,458,269 |
March 2020 CVARs [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 |
November 2021 CVARs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,317,350 | ||
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 | 988,540 | ||
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 | 5,134,088 | 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 nine months ended December 31, 2021. | ||
[2] | Refer to Note 10, “Share-Based Compensation” for details regarding settlement of CVARs. Vested 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) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2022 | May 14, 2021 | May 01, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2019 |
Debt principal amount | $ 20,000 | $ 20,000 | |||||||
Interest rate | 10.00% | ||||||||
Maturity date | 5 years | ||||||||
Long term debt | $ 204,042 | 170,280 | $ 108,592 | ||||||
Cantor Fitzgerald Co. [Member] | |||||||||
Purchase obligation | $ 250,000 | ||||||||
Percentage of common shares volume-weighted average price | 99.00% | ||||||||
Upfront commitment fee number of shares issued | shares | 145,986 | ||||||||
Dermavant Sciences Ltd [Member] | |||||||||
Warrants exercise price | $ 0.01 | ||||||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | |||||||||
Warrants issued to purchase common shares | 1,199,072 | ||||||||
Warrants exercise price | $ 0.01 | ||||||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | Credit Facility [Member] | |||||||||
Debt principal amount | $ 40,000 | ||||||||
Interest rate | 10.00% | ||||||||
Maturity date | 5 years | ||||||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | Revenue Interest Purchase and Sale Agreement [Member] | |||||||||
Revenue interest purchase and sale agreement amount | $ 160,000 | ||||||||
Revenue interest purchase and sale agreement committed fund to be paid | $ 160,000 | ||||||||
Dermavant Sciences Ltd [Member] | Subsequent Event [Member] | Revision of Prior Period, Reclassification, Adjustment | |||||||||
Long term debt | $ 3,100 | ||||||||
Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. [Member] | Subsequent Event [Member] | |||||||||
Business combination, paid in cash | $ 5,000 | ||||||||
Datavant [Member] | Subsequent Event [Member] | |||||||||
Proceeds From Sale Of Investment | $ 320,000 |