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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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Immunovant, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45258J102 (CUSIP Number) |
Derek J. Dostal Davis Polk & Wardwell LLP, 450 Lexington Ave. New York, NY, 10017 (212) 450-4000 Stephen A. Byeff Davis Polk & Wardwell LLP, 450 Lexington Ave. New York, NY, 10017 (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45258J102 |
| 1 |
Name of reporting person
Roivant Sciences Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
113,327,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
55.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Share amounts for Sole Voting Power, Sole Dispositive Power and Aggregate amount beneficially owned include the 10,000 shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Immunovant, Inc. (the "Issuer") issuable upon conversion of the Series A Preferred Stock issued to Roivant (as defined below) as described in the Original Schedule 13D (as defined below) (the "Preferred Shares").
(2) All share percentage calculations in this Amendment No. 10 to the Original Schedule 13D are based on (i) 202,678,277 shares of Common Stock issued and outstanding as of December 12, 2025 based on information provided by the Issuer, after giving effect to the 10,000 shares of Common Stock of the Issuer issuable upon conversion of the Preferred Shares, plus (ii) the 26,200,000 shares of Common Stock of the Issuer issued in the Offering (as defined below).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Immunovant, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
320 W. 37th St, New York,
NEW YORK
, 10018. | |
Item 1 Comment:
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 10 ("Amendment No. 10") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 20, 2019, as amended by Amendment No. 1 filed with the SEC on April 17, 2020, as further amended by Amendment No. 2 filed with the SEC on May 15, 2020, as further amended by Amendment No. 3 filed with the SEC on September 4, 2020, as further amended by Amendment No. 4 filed with the SEC on September 17, 2020, as further amended by Amendment No. 5 filed with the SEC on March 8, 2021, as further amended by Amendment No. 6 filed with the SEC on August 2, 2021, as further amended by Amendment No. 7 filed with the SEC on October 4, 2023, as further amended by Amendment No. 8 filed with the SEC on January 15, 2025, as further amended by Amendment No. 9 filed with the SEC on April 21, 2025 (as so amended, the "Original Schedule 13D") relating to the Common Stock, $0.0001 par value per share (the "Common Stock"), of Immunovant, Inc. (the "Issuer"), which are beneficially owned by Roivant Sciences Ltd. ("Roivant" or the "Reporting Person"). This Amendment No. 10 amends the Original Schedule 13D on behalf of the Reporting Person to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by adding the following to the end thereof:
Roivant acquired an additional 16,666,666 shares of Common Stock in an underwritten public offering pursuant to the Issuer's registration statement on Form S-3 (File No. 333-275419) that closed on December 12, 2025 (the "Offering"). The price per share of Common Stock in the Offering was $21.00. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following to the end thereof:
Roivant purchased an aggregate of 16,666,666 shares of Common Stock in the Offering to provide further capital to the Issuer for the advancement of the Issuer's development pipeline, working capital and other general corporate purposes, as well as to increase its ownership interest in the Issuer following the Offering. As the Issuer's largest shareholder, Roivant may provide additional financing to the Issuer from time to time in the form of an investment in equity or debt securities of the Issuer or loans, including in connection with business development transactions or financing commitments in relation thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended to include the following:
Reporting Person (Roivant)
Roivant directly beneficially owns 113,327,007 shares, or 55.9%, of the Common Stock, after giving effect to (i) the 10,000 Preferred Shares and (ii) the Offering, and has sole voting and dispositive power over such Common Stock (including the Preferred Shares. Roivant disclaims beneficial ownership in all Common Stock (including the Preferred Shares) reported herein, except to the extent of Roivant's respective pecuniary interest therein. | |
| (b) | See rows 7-10 of the cover page to this Amendment No. 10 for information regarding Roivant's power to vote or direct the vote and its power to dispose or direct the disposition of the Common Stock (including the Preferred Shares). Except as disclosed in this Schedule 13D, Roivant does not and, to Roivant's knowledge, the Covered Persons do not beneficially own any Common Stock or have the right to acquire any Common Stock. | |
| (c) | Except as disclosed in this Amendment No. 10, Roivant has not effected and, to Roivant's knowledge, none of the Covered Persons has effected any transactions in the Common Stock during the past 60 days. | |
| (d) | Except as disclosed in this Amendment No. 10, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from any sale of the shares to which this Amendment No. 10 relates. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended to include the following:
Exhibit 7.01 Form of Lock-up Agreement (included as Exhibit A to the Underwriting Agreement, dated as of December 10, 2025, between the Issuer and Leerink Partners LLC), incorporated by reference to Exhibit 1.1 to the Form 8-K filed by Immunovant, Inc. with the Securities and Exchange Commission on December 12, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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