Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-235975
PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated April 9, 2020)
11,389,969 Shares of Common Stock
This prospectus supplement supplements the prospectus, dated April 9, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-235975). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the prospectus (the “selling stockholders”) of up to 11,389,969 shares of our common stock, par value $0.0001 per share, consisting of: (i) up to 5,160,409 shares of common stock issued pursuant to that certain Share Exchange Agreement, dated as of September 29, 2019 (the “Share Exchange Agreement”), by and among Immunovant, Inc. (formerly Health Sciences Acquisitions Corporation), a Delaware corporation, Immunovant Sciences Ltd. (“ISL”), a Bermuda exempted limited company, the stockholders of ISL and Roivant Sciences Ltd., a Bermuda exempted limited company, as representative of such stockholders; (ii) up to 2,452,062 additional shares of common stock issuable pursuant to the Share Exchange Agreement upon the satisfaction of certain conditions (as described in the Prospectus, of which 1,226,031 shares were issued in May 2020); (iii) up to 2,875,000 shares of common stock held by Health Sciences Holdings, LLC; and (iv) up to 902,498 shares of common stock purchased by RTW Master Fund Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited in open market transactions. The Prospectus also related to the offer and sale of up to 5,750,000 shares of common stock that were issuable upon the exercise of our previously outstanding warrants, all of which have been exercised or redeemed.
Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IMVT.” On August 20, 2020, the last reported sale price of our common stock on Nasdaq was $32.15 per share.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our other filings with the Securities and Exchange Commission.
Investing in our securities involves risks. See “Risk Factors ” beginning on page 7 of the Prospectus.
Neither the Securities and Exchange Commission in the United States nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated August 21, 2020