8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2022

IMMUNOVANT, INC.

(Exact name of Registrant as specified in its Charter)

Delaware

001-38906

83-2771572

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer
Identification No.)


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

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

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

IMVT

The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 1.01

Entry into a Material Definitive Agreement.

On October 3, 2022, Immunovant, Inc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Securities LLC (the “Representative”), as representative of the underwriters listed therein (the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) by the Company of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $6.00 per share. Gross proceeds from the Offering before deducting underwriting discounts and commissions and other offering expenses are expected to be $75 million. The Shares in the Offering were offered pursuant to a registration statement on Form S-3 (File No. 333-251865), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 14, 2021, as supplemented by a prospectus supplement to be filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). SVB Securities LLC and Truist Securities, Inc. are acting as joint bookrunning managers for this offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares offered in the Offering is attached as Exhibit 5.1 hereto.

Item 8.01

Other Events

On October 4, 2022, the Company issued a press release announcing the pricing of the Offering. The text of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, among the Company and SVB Securities LLC, dated as of October 3, 2022.

5.1		Opinion of Cooley LLP.

23.1		Consent of Cooley LLP (included with the opinion filed as Exhibit 5.1).

99.1		Press Release announcing pricing of the offering, dated October 4, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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


	IMMUNOVANT, INC.

	By:	/s/ Eva Renee Barnett
		Eva Renee Barnett
		Chief Financial Officer

Date: October 4, 2022

Immunovant Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits