← Back to ROIV filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Roivant Sciences Ltd. · 10-Q · Q1 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our (1) unaudited condensed consolidated financial statements and notes to those statements included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and (2) audited consolidated financial statements and notes to those statements and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended March 31, 2026, included in our Annual Report on Form 10-K, filed with the SEC on May 20, 2026 (the “Annual Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Roivant’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. Our fiscal year ends on March 31 and our fiscal quarters end on June 30, September 30 and December 31.
Overview
Roivant is a biopharmaceutical company that aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. Roivant’s pipeline includes brepocitinib, a potent small molecule inhibitor of JAK1 and TYK2 currently under review at the FDA for the treatment of dermatomyositis and also in late stage development for the treatment of non-infectious uveitis, cutaneous sarcoidosis and lichen planopilaris; IMVT-1402, a fully human monoclonal antibody targeting FcRn in development across several IgG-mediated autoimmune indications; and mosliciguat, an inhaled sGC activator in development for pulmonary hypertension associated with interstitial lung disease. We advance our pipeline by creating nimble subsidiaries or “Vants” to develop and commercialize our medicines and technologies. Beyond therapeutics, Roivant also incubates discovery-stage companies and health technology startups complementary to its biopharmaceutical business.
Pipeline
The following table summarizes selected product candidates from our pipeline:
Product Candidate Indication Vant Modality Phase
Brepocitinib Dermatomyositis Priovant Small Molecule PDUFA Date 3Q 2026
Brepocitinib Non-Infectious Uveitis Priovant Small Molecule Phase 3*
Brepocitinib Cutaneous Sarcoidosis Priovant Small Molecule Phase 3*
Brepocitinib Lichen Planopilaris Priovant Small Molecule Phase 2b/3*
IMVT-1402 Difficult-to-Treat Rheumatoid Arthritis Immunovant Biologic Phase 2/3*
IMVT-1402 Graves’ Disease Immunovant Biologic Phase 2/3*
IMVT-1402 Myasthenia Gravis Immunovant Biologic Phase 2/3*
IMVT-1402 Chronic Inflammatory Demyelinating Polyneuropathy Immunovant Biologic Phase 2/3*
IMVT-1402 Sjögren’s Disease Immunovant Biologic Phase 2/3*
IMVT-1402 Cutaneous Lupus Erythematosus Immunovant Biologic Phase 2
Mosliciguat Pulmonary Hypertension associated with Interstitial Lung Disease Pulmovant Inhaled Phase 2
Note: All product candidates in our current pipeline are investigational and subject to health authority approval. References to timing under "Phase" are to calendar years. The “Phase” for a specific product candidate referenced above reflects both ongoing clinical trials and expected upcoming trials.
*Indicates registrational or potentially registrational trials.
23
Table of Contents
Vant Ownership
The following table summarizes our ownership of certain of our subsidiary companies and affiliates as of June 30, 2026.
Roivant Ownership
Vant Basic1 Fully Diluted2
Priovant 71 % 65 %
Immunovant 55 % 3 52 % 3
Pulmovant 97 % 90 %
Genevant4 83 % 64 %
Covant 96 % 91 %
Arbutus 20 % 3 19 % 3
Note: In addition to the subsidiary companies and affiliates listed in the table above, Roivant continues to maintain ownership interests in certain other entities as previously disclosed, including Proxima (formerly VantAI), PsiThera (formerly Psivant) and Datavant, as well as the right to receive future milestones and royalties related to the sale of our subsidiary Dermavant in 2024.
1.Basic ownership refers to Roivant’s percentage ownership of the issued and outstanding common and preferred shares (if applicable) of the entity.
2.Fully diluted ownership refers to Roivant’s percentage ownership of all outstanding equity interests of the entity, including unvested RSUs, options and warrants, in each case whether vested or unvested.
3.Denotes entities that are publicly traded.
4.The reference to “Genevant” in the table above is to Genevant Sciences Ltd. Please see Note 14, “Subsequent Events” for additional detail on the expected distribution to Genevant’s non-Roivant equity holders, including Arbutus, of a portion of the $771.6 million Fixed Payment Genevant received from Moderna in July 2026.
Upcoming Catalysts
In the upcoming year, we have a robust set of expected near-term catalysts, including the items set forth in the table below. In addition, we plan to in-license multiple potentially category-leading drugs per year.
24
Table of Contents
Program Vant Catalyst Expected Timing
Roivant pipeline growth Roivant New mid/late-stage in-licensing announcements Ongoing
Brepocitinib Priovant FDA decision on brepocitinib in dermatomyositis 3Q 2026
Mosliciguat Pulmovant Topline data from Phase 2 trial in pulmonary hypertension associated with interstitial lung disease 2H 2026
Brepocitinib Priovant Topline data from Phase 3 trials in non-infectious uveitis 2H 2026
IMVT-1402 Immunovant Topline data from Phase 2 trial in cutaneous lupus erythematosus 2H 2026
IMVT-1402 Immunovant Further updates from difficult-to-treat rheumatoid arthritis program 2H 2026
IMVT-1402 Immunovant Topline data from potentially registrational trials in Graves’ disease 2027
IMVT-1402 Immunovant Topline data from potentially registrational trial in myasthenia gravis 2027
IMVT-1402 Immunovant Topline data from potentially registrational trial in Sjögren’s disease 2028
IMVT-1402 Immunovant Topline data from potentially registrational trial in chronic inflammatory demyelinating polyneuropathy 2028
Brepocitinib Priovant Topline data from Phase 3 trial in cutaneous sarcoidosis 2028
Brepocitinib Priovant Topline data from Phase 2b/3 trial in lichen planopilaris TBC
Note: References under “Expected Timing” are to calendar years. All catalyst timings are based on current expectations and, where applicable, contingent on FDA feedback, and may be subject to change.
Recent Developments
•Priovant: Commercial preparations for brepocitinib in dermatomyositis (“DM”) are progressing well and on track for launch by the end of September 2026. The first patients have been enrolled in the Phase 3 study of brepocitinib in cutaneous sarcoidosis (“CS”). This follows brepocitinib’s Phase 2 study, the first positive placebo-controlled study in CS, which led to FDA Breakthrough Therapy Designation.
The Phase 3 study (BEACON+) will be conducted as a Part B to the positive Phase 2 BEACON trial. BEACON+ will enroll approximately 140 patients with CS across approximately 70 sites globally. Patients will be randomized 3:2 between brepocitinib 45mg once daily and placebo. The primary endpoint is the proportion of patients achieving a 50% or greater reduction in the Cutaneous Sarcoidosis Activity and Morphology Instrument – Activity Score (CSAMI-A) at Week 16. In Phase 2, 77% of brepocitinib 45mg patients achieved this endpoint compared to 0% of placebo patients.
CS is an inflammatory granulomatous skin disease affecting approximately 40,000 adults in the United States. The condition disproportionately impacts Black Americans. Unlike many inflammatory skin diseases, inadequately treated cutaneous sarcoidosis can rapidly cause permanent scarring and destruction of bone, cartilage and hair follicles. Despite this significant unmet therapeutic need, there are currently no FDA-approved therapies for CS.
Additionally, enrollment in Part 1 of the Phase 2b/3 study in lichen planopilaris (LPP) is progressing well.
•Immunovant: All clinical development timelines remain on track for IMVT-1402 across announced indications, including potentially registrational trials in Graves’ disease (“GD”), myasthenia gravis (“MG”), chronic inflammatory demyelinating polyneuropathy (CIDP), difficult-to-treat rheumatoid arthritis (“D2T RA”) and Sjögren’s disease (“SjD”), and a proof-of-concept trial in cutaneous lupus erythematosus (“CLE”).
•Pulmovant: Phase 2 study of mosliciguat in pulmonary hypertension associated with interstitial lung disease (“PH-ILD”) remains on track.
25
Table of Contents
•Genevant: In July 2026, Genevant Sciences GmbH (“Genevant”) and Arbutus received $950 million from Moderna, the initial payment under the global $2.25 billion patent infringement settlement, and filed new international lawsuits against Pfizer and BioNTech.
•Roivant: Roivant reported consolidated cash, cash equivalents, restricted cash and marketable securities of $3.9 billion as of June 30, 2026, excluding the cash payment received from Moderna in July, supporting cash runway into profitability. For the three months ended June 30, 2026, Roivant repurchased 7.3 million common shares for an aggregate repurchase price of approximately $208.7 million.
Components of Results of Operations
Revenue
Revenue primarily relates to amounts earned in connection with license agreements, as well as revenue generated by subscription and service-based fees.
Cost of revenues
Our cost of revenues primarily relates to subscription and service-based revenue recognized for the use of technology developed and consists primarily of employee, hosting and third-party data costs.
Research and development expenses
Research and development expenses consist mainly of costs incurred in connection with the discovery and development of our product candidates. Research and development expenses primarily include the following:
•Program-specific costs, including direct third-party costs, which include expenses incurred under agreements with contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”), manufacturing costs in connection with producing materials for use in conducting nonclinical and clinical studies, the cost of consultants who assist with the development of our product candidates on a program-specific basis, investigator grants, sponsored research and any other third-party expenses directly attributable to the development of our product candidates.
•Unallocated internal costs, including:
•employee-related expenses, such as salaries, share-based compensation and benefits, for research and development personnel; and
•other research and development related expenses that are not allocated to a specific program.
Research and development activities will continue to be central to our business model. We anticipate that our research and development expenses will increase for the foreseeable future as we advance our product candidates with additional studies and our in-licensed assets through preclinical studies and clinical trials, as well as acquire or discover new product candidates.
The duration, costs and timing of preclinical studies and clinical trials of our product candidates will depend on a variety of factors that include, but are not limited to, the following:
•the scope, rate of progress, expense and results of our preclinical development activities, any future clinical trials of our product candidates and other research and development activities that we may conduct;
•the number and scope of preclinical and clinical programs we decide to pursue;
•the uncertainties in clinical trial design and patient enrollment or drop out or discontinuation rates;
•the number of doses that patients receive;
•the countries in which the trials are conducted;
•our ability to secure and leverage adequate CRO support for the conduct of clinical trials;
26
Table of Contents
•our ability to establish an appropriate safety and efficacy profile for our product candidates;
•the timing, receipt and terms of any approvals from applicable regulatory authorities;
•the potential additional safety monitoring or other studies requested by regulatory agencies;
•the significant and changing government regulation and regulatory guidance;
•our ability to establish clinical and commercial manufacturing capabilities, or make arrangements with third-party manufacturers in order to ensure that we or our third-party manufacturers are able to make product successfully; and
•our ability to maintain a continued acceptable safety profile of our product candidates following regulatory approval of our product candidates.
The successful development of our product candidates is highly uncertain, and we cannot reasonably estimate the costs that will be necessary to complete the remainder of the development of our product candidates. In addition, the probability of success for our product candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability.
General and administrative expenses
General and administrative (“G&A”) expenses consist primarily of employee-related expenses, such as salaries, share-based compensation and benefits, for employees engaged in G&A activities. G&A employees include those responsible for the identification and acquisition or in-license of new drug candidates, as well as for managing Vant operations and facilitating the use of our platform and technologies at the Vants. G&A expenses also consist of legal and accounting fees, consulting services and other operating costs relating to corporate matters and daily operations.
We expect G&A expenses to increase in future periods to support our potential commercialization efforts. These increases will likely include additional costs related to the hiring of new personnel and fees to outside consultants, as well as other expenses. If any of our current or future product candidates receives regulatory approval in the U.S. or another jurisdiction, we expect that we would incur significantly increased expenses associated with building a sales and marketing team. Additionally, in July 2024, the Compensation Committee of the board of directors approved a multi-year incentive compensation program for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Immunovant CEO. In July 2025, the Compensation Committee also approved a multi-year incentive compensation program for Frank Torti in connection with his appointment as an executive officer of the Company. Collectively, these compensation arrangements are referred to herein as the “Senior Executive Compensation Program.” The long-term equity incentive awards granted pursuant to this program will continue to result in significant share-based compensation expense over the vesting period of the awards. Refer to Note 8, “Share-Based Compensation” of our financial statements for further details.
Change in fair value of investments
Change in fair value of investments includes the unrealized (gain) loss on equity investments, including Arbutus Biopharma Corporation (“Arbutus”) and Heracles Parent, L.L.C. (“Datavant”). We have elected the fair value option to account for these investments.
Interest income
Interest income consists of interest earned on our cash equivalents and marketable securities.
Income tax (benefit) expense
Income tax (benefit) expense is recorded for the jurisdictions in which we do business. 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
27
Table of Contents
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 our deferred tax assets will be realizable. When uncertain tax positions exist, we recognize 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 and consideration of the available facts and circumstances.
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests consists of the portion of net loss of those consolidated entities that is not allocated to us. We record net loss attributable to noncontrolling interests equal to the noncontrolling interest’s proportionate share of the respective operations.
Results of Operations
Comparison of the three months ended June 30, 2026 and 2025
The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026 2025 Change
(in thousands)
Revenue $ 1,442 $ 2,170 $ (728)
Operating expenses:
Cost of revenues 284 154 130
Research and development 202,016 152,919 49,097
General and administrative 165,527 134,019 31,508
Total operating expenses 367,827 287,092 80,735
Gain on litigation settlement 392 — 392
Loss from operations (365,993) (284,922) (81,071)
Change in fair value of investments (36,637) 19,125 (55,762)
Change in fair value of liability instruments — 2,329 (2,329)
Interest income (36,922) (48,322) 11,400
Other expense, net 2,130 11,208 (9,078)
Loss before income taxes (294,564) (269,262) (25,302)
Income tax (benefit) expense (3,958) 4,649 (8,607)
Net loss (290,606) (273,911) (16,695)
Net loss attributable to noncontrolling interests (100,769) (50,556) (50,213)
Net loss attributable to Roivant Sciences Ltd. $ (189,837) $ (223,355) $ 33,518
Variance analysis for three months ended June 30, 2026 and 2025
Research and development expenses
For the three months ended June 30, 2026 and 2025, our research and development expenses consisted of the following:
28
Table of Contents
Three Months Ended June 30,
2026 2025 Change
(in thousands)
Program-specific costs:
Anti-FcRn franchise—endocrine diseases $ 42,885 $ 19,329 $ 23,556
Anti-FcRn franchise—neurological diseases 25,455 20,937 4,518
Anti-FcRn franchise—rheumatology diseases 22,340 8,209 14,131
Anti-FcRn franchise—dermatology diseases 7,542 5,145 2,397
Anti-FcRn franchise—other clinical and nonclinical 2,609 2,392 217
Brepocitinib 14,092 15,020 (928)
Mosliciguat 13,041 8,385 4,656
Other development and discovery programs 11,118 10,236 882
Total program-specific costs 139,082 89,653 49,429
Unallocated internal costs:
Share-based compensation 8,721 11,099 (2,378)
Personnel-related expenses 46,354 42,530 3,824
Other expenses 7,859 9,637 (1,778)
Total research and development expenses $ 202,016 $ 152,919 $ 49,097
Research and development expenses increased by $49.1 million to $202.0 million for the three months ended June 30, 2026, compared to $152.9 million for the three months ended June 30, 2025. This increase was primarily driven by an increase in program-specific costs of $49.4 million and personnel-related expenses of $3.8 million.
The increase of $49.4 million in program-specific costs was primarily driven by increases of $44.8 million related to the anti-FcRn franchise and $4.7 million related to mosliciguat, reflecting the progression of our programs. The increase of $3.8 million in personnel-related expenses was primarily driven by $4.1 million in employee bonuses related to the global settlement reached with Moderna in March 2026.
The majority of share-based compensation and personnel-related expenses, which are unallocated internal costs, were related to the anti-FcRn franchise activities at Immunovant during the three months ended June 30, 2026 and 2025.
General and administrative expenses
Three Months Ended June 30,
2026 2025 Change
(in thousands)
General and administrative $ 165,527 $ 134,019 $ 31,508
General and administrative expenses increased by $31.5 million to $165.5 million for the three months ended June 30, 2026, compared to $134.0 million for the three months ended June 30, 2025. This increase was primarily due to an increase in personnel-related expense of $26.1 million, largely resulting from $18.8 million in employee bonuses related to the global settlement reached with Moderna in March 2026 and $6.3 million of employer payroll taxes associated with equity award activity.
A summary of general and administrative expense relating to the one-time cash retention bonus award to its employees awarded during the year ended March 31, 2024 (the “Cash Bonus Program”) and Senior Executive Compensation Program is as follows (in thousands):
29
Table of Contents
Three Months Ended June 30, Remaining Expense as of June 30, 2026
2026 2025
(in thousands)
Cash Bonus Program $ — $ 2,111 $ —
Senior Executive Compensation Program:
Cash awards — 3,660 —
Performance restricted stock units(1) 38,277 30,157 103,496
Restricted stock units 3,361 2,307 49,498
Stock options 182 174 1,385
Total $ 41,820 $ 38,409 $ 154,379
(1) As of June 30, 2026, all performance restricted stock units have satisfied the Performance Condition and remain subject to the Service Condition and an additional two-year holding period before such common shares may be sold by the executive (subject to certain customary exceptions). Refer to Note 8, “Share-Based Compensation” of our financial statements for further details. The remaining expense of $103.5 million as of June 30, 2026 will be recognized through June 2027.
Change in fair value of investments
Three Months Ended June 30,
2026 2025 Change
(in thousands)
Change in fair value of investments $ (36,637) $ 19,125 $ (55,762)
Changes in fair value of investments were an unrealized gain of $36.6 million and an unrealized loss of $19.1 million for the three months ended June 30, 2026 and 2025, respectively. The change of $55.8 million was driven by changes in the public share price of Arbutus, as well as the change in the fair value of our investment in Datavant.
Interest income
Three Months Ended June 30,
2026 2025 Change
(in thousands)
Interest income $ (36,922) $ (48,322) $ 11,400
Interest income decreased by $11.4 million to $36.9 million for the three months ended June 30, 2026, compared to $48.3 million for the three months ended June 30, 2025. The decrease was primarily due to lower cash equivalents and marketable securities balances in our interest-bearing accounts as well as lower interest rates.
Liquidity and Capital Resources
For the three months ended June 30, 2026 and 2025, we had net losses of $290.6 million and $273.9 million, respectively. As of June 30, 2026, we had cash, cash equivalents and marketable securities of approximately $3.8 billion and our accumulated deficit was $900.4 million. We believe our existing cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditures for the foreseeable future. However, projections of future cash flows and operating expenses are inherently uncertain and subject to changes, as described under “Risk Factors” in Part I, Item 1A. in our Annual Report for the year ended March 31, 2026. As a result, our existing cash, cash equivalents and marketable securities may not be sufficient to fund our operating expenses as anticipated, and we may need to raise additional capital to fund our operations.
30
Table of Contents
Our short-term and long-term liquidity requirements as of June 30, 2026 included:
•obligations under our leases (refer to Note 11, “Leases” in our Annual Report for the year ended March 31, 2026 for further information regarding our lease commitments);
•certain non-cancelable contractual costs accrued as a result of the discontinuation of batoclimab of $42.5 million, which were recognized as research and development expense in prior fiscal years.; and
•certain commitments pursuant to an agreement entered by Immunovant in April 2026 that includes provisions for minimum obligations for the contract manufacturing of IMVT-1402 drug substance. As of June 30, 2026, the minimum commitment was approximately $22.8 million, of which $4.2 million and $18.6 million are expected to be paid during the fiscal years ending March 31, 2027 and 2028, respectively. The agreement includes a variable component whereby service prices may be adjusted based on related commitments for raw materials and other costs, and annual inflationary changes in an applicable price index.
Beyond this, we do not currently have any other material contractually obligated minimum purchases or firm non-cancelable purchase commitments. We anticipate other purchases in the ordinary course of business and have other payment obligations as discussed below.
Additionally, we have certain payment obligations under various asset acquisition and license agreements. Under these agreements we are required to make milestone payments upon successful completion and achievement of certain development, regulatory and commercial milestones. The payment obligations under the asset acquisition and license agreements are contingent upon future events, such as the achievement of specified development, regulatory and commercial milestones, and the amount, timing and likelihood of such payments are not known. We will also be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. We expect to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments of capital resources.
We enter into agreements with contract service providers to assist in the performance of our research and development activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of our product candidates. Subject to required notice periods and certain obligations under binding purchase orders, we can elect to discontinue the work under these agreements at any time. We expect 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.
Our board of directors has authorized various share repurchase programs, including a $1.5 billion (excluding fees and expenses) program that was completed in June 2025 and a subsequent program authorized in June 2025 and subsequently increased in March 2026, allowing for aggregate repurchases up to $1.0 billion (excluding fees and expenses). During the three months ended June 30, 2026, we repurchased 7,305,646 shares (including 413,183 common shares with trade dates in June 2026 that settled in July 2026) for an aggregate purchase price of approximately $208.7 million (including fees and expenses). Following these repurchases, approximately $681.7 million remains available for share repurchases. During the three months ended June 30, 2025, we repurchased 20,269,450 shares for an aggregate purchase price of approximately $208.3 million (including fees and expenses).
We have historically financed our operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements.
Pursuant to the Settlement Agreement with Moderna as described in Note 5, “Recent Transactions and Developments,” our subsidiary, Genevant Sciences GmbH (“Genevant”), received $771.6 million for its portion of the Fixed Payment on July 8, 2026. Genevant’s parent, Genevant Sciences Ltd. (“GSL”), expects to distribute up to $188 million of the Fixed Payment to non-RSL common shareholders of GSL, including Arbutus, and holders of equity awards granted under the GSL 2018 Equity Incentive Plan, through a combination of dividends and dividend equivalent rights payments. In addition, as described in Note 6, “Certain Balance Sheet Components” as of June 30, 2026, we accrued compensation-related expenses of $22.9 million for employee bonus arrangements expected to be paid in relation to the Settlement Agreement.
31
Table of Contents
Funding Requirements
We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the discovery efforts, preclinical activities, clinical trials and potential commercialization of our product candidates. Our operating results, including our net losses, may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials, our expenditures on other research and development activities and our commercialization efforts. We anticipate our expenses will increase substantially as we:
•fund preclinical studies and clinical trials for our product candidates, which we are pursuing or may choose to pursue in the future;
•fund the manufacturing of drug substance and drug product of our product candidates in development;
•seek to identify, acquire, develop and commercialize additional product candidates;
•invest in activities related to the discovery of novel drugs and advancement of our internal programs;
•integrate acquired product candidates or technologies into a comprehensive regulatory and product development strategy;
•maintain, expand and protect our intellectual property portfolio;
•hire scientific, clinical, quality control and administrative personnel;
•add operational, financial and management information systems and personnel, including personnel to support our drug development efforts;
•achieve milestones under our agreements with third parties that will require us to make substantial payments to those parties;
•seek regulatory approvals for any product candidates that successfully complete clinical trials;
•build out our sales, marketing and distribution infrastructure and scale up external manufacturing capabilities to commercialize any drug candidates for which we may obtain regulatory approval; and
•operate as a public company.
While we do not have a need for additional capital to continue our current operations as a result of our current liquidity position, we may in the future require additional capital to fund our operations, pursue business opportunities or strategic transactions or respond to challenges, competition or unforeseen circumstances. In that case, until such time, if ever, that we can generate substantial revenues, we may finance future cash needs through a combination of equity offerings, debt financings, strategic alliances and license and development agreements or other collaborations at Roivant and the Vants. To the extent that we raise additional capital by issuing equity securities at Roivant or the Vants, our existing shareholders’ ownership, or our ownership in the Vants, may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that could harm the rights of our shareholders. Additionally, any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations or strategic alliances or through marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs or technologies or grant licenses on terms that may not be favorable to us. The foregoing restrictions associated with potential sources of additional capital may make it more difficult for us to raise additional capital, if needed, or to pursue business opportunities, including potential acquisitions.
While we do not have a near-term need for additional capital as a result of our current liquidity position, we may in the future require additional capital, and if adequate funds are not available to us, in that case, we may be required to forego potential in-licensing or acquisition opportunities, delay, limit or terminate one or more development or discovery programs, or be unable to expand operations or otherwise capitalize on business opportunities, which could materially affect our business, prospects, financial condition and results of operations.
32
Table of Contents
Finally, as part of our ongoing business strategy we regularly evaluate new acquisition and in-licensing opportunities, as well as our capital structure. We may from time to time use our existing cash to fund such opportunities or to return capital to shareholders through share repurchases or the issuance of cash dividends on our common shares to optimize our capital structure. See “Risk Factors—Risks Related to Our Business and Industry—We face risks associated with acquisitions, divestitures and other strategic transactions.” in Part I, Item 1A. of our Annual Report for more information.
Cash Flows
The following table sets forth a summary of our cash flows for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026 2025
(in thousands)
Net cash used in operating activities $ (270,504) $ (204,383)
Net cash provided by (used in) investing activities $ 281,260 $ (1,085,716)
Net cash used in financing activities $ (181,510) $ (187,768)
Operating Activities
Cash flow from operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Cash flow from operating activities is derived from adjusting our net loss for non-cash items and changes in working capital.
For the three months ended June 30, 2026, cash used in operating activities increased by $66.1 million to $270.5 million compared to $204.4 million for the three months ended June 30, 2025. This increase was primarily driven by increased spending to advance our research and development programs, including the anti-FcRn franchise and mosliciguat, and to support commercial-readiness activities for brepocitinib. The increase also reflected higher income tax payments during the three months ended June 30, 2026.
Investing Activities
For the three months ended June 30, 2026, cash flow from investing activities changed by approximately $1.4 billion to net cash provided by investing activities of $281.3 million for the three months ended June 30, 2026 from net cash used in investing activities of $1.1 billion for the three months ended June 30, 2025. This change in cash flow was primarily due to a decrease in purchases of marketable securities, partially offset by a decrease in maturities of marketable securities during the three months ended June 30, 2026.
Financing Activities
For the three months ended June 30, 2026, cash used in financing activities decreased by $6.3 million to $181.5 million compared to $187.8 million for the three months ended June 30, 2025. This is primarily due to a decrease in repurchases of the Company’s common shares and higher proceeds from stock option exercises, partially offset by higher taxes paid related to net settlement of equity awards during the three months ended June 30, 2026.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingencies as of the dates of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known.
33
Table of Contents
We define our critical accounting policies as those under U.S. GAAP that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles.
There have been no significant changes to our critical accounting policies and use of estimates from those disclosed under Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2026 in our Annual Report.