320 West 37th Street

New York, NY

Title of Securities

to be Registered

Amount

to be

Registered⁽¹⁾

Proposed
Maximum
Aggregate

Offering Price

Amount of

Registration Fee

Common Stock, $0.0001 par value per share

– Reserved for future grant under the 2019 Equity Incentive Plan

– Outstanding under the 2019 Equity Incentive Plan (options)

– Outstanding under the 2018 Equity Incentive Plan (options)

Total

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) of Immunovant, Inc. (the “Registrant”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) or the Immunovant Sciences Ltd. 2018 Equity Incentive Plan (the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock, as applicable.

Represents 5,343,520 shares of Common Stock reserved for future issuance under the 2019 Plan as of the date of this Registration Statement. The number of shares of Common Stock reserved for issuance under the 2019 Plan will automatically increase on April 1st of each year, beginning on April 1, 2020 and continuing through (and including) April 1, 2029, by the lesser of (i) four percent (4%) of the total number of shares of Common Stock outstanding on March 31 of the preceding fiscal year and (ii) a number determined by the Registrant’s board of directors prior to any such increase date.

Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee on the basis of $14.808 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on February 25, 2020.

Represents 156,480 shares of Common Stock reserved for issuance upon the exercise of stock options outstanding under the 2019 Plan as of the date of this Registration Statement.

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted-average exercise price for outstanding options granted pursuant to the 2019 Plan.

Represents 4,378,454 shares of Common Stock reserved for issuance upon the exercise of stock options outstanding under the 2018 Plan as of the date of this Registration Statement.

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted-average exercise price for outstanding options granted pursuant to the 2018 Plan.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant’s prospectus filed on May  10, 2019 pursuant to Rule 424(b) under the Securities Act, which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed, relating to the Registrant’s Registration Statement on Form S-1 (File No. 333-230893).

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019, filed with the Commission on June  12, 2019 August  12, 2019, November  13, 2019 and February 14, 2020, respectively.

The Registrant’s Current Reports on Form 8-K, filed with the Commission on May 15, 2019, May  20, 2019, August  26, 2019, October  2, 2019, December 17, 2019, December  20, 2019 and February 19, 2020, to the extent the information therein is filed and not furnished.

The description of the Registrant’s Common Stock, which is contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 9, 2019 (File No. 001-38906) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

DESCRIPTION OF SECURITIES.

INTERESTS OF NAMED EXPERTS AND COUNSEL.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

EXEMPTION FROM REGISTRATION CLAIMED.

EXHIBITS.

Incorporated by Reference

Description

Schedule

Form

Filing Date

Filed herewith

UNDERTAKINGS.

The Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signature

Title

Date

/s/ Peter Salzmann, M.D.

/s/ Pamela Yanchik Connealy

/s/ Frank M. Torti, M.D.

/s/ Andrew Fromkin

/s/ Douglas Hughes

/s/ George Migausky

/s/ Atul Pande, M.D.

/s/ Eric Venker, M.D.