As filed with the U.S. Securities and Exchange Commission on January 10, 2022

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

IMMUNOVANT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State of incorporation or organization)

  

83-2771572

(I.R.S. Employer Identification No.)

320 West 37th Street

New York, NY

(Address of principal executive office)

  

10018

(Zip Code)

Immunovant, Inc. 2019 Equity Incentive Plan

(Full title of the plan)

Eve Renee Barnett

Chief Financial Officer

Immunovant, Inc.

320 West 37th Street

New York, NY 10018

(917) 580-3099

(Name, address and telephone number, including area code, of agent for service)

Copies to:

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

(650) 843-5000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

  

Amount

to be

Registered(1)

  

Proposed

Maximum Offering
Price

per Share

  

Proposed

Maximum
Aggregate

Offering Price

  

Amount of

Registration Fee

Common Stock, $0.0001 par value per share

   3,918,849 (2)   $8.04(3)   $31,507,546   $2,921

 

 

(1)

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”) 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.

(2)

Represents an automatic annual increase equal to 4% of the of the total number of shares of Common Stock outstanding on March 31, 2021 to the aggregate number of shares of Common Stock reserved for issuance under the 2019 Plan, pursuant to the terms of the 2019 Plan.

(3)

Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on January 5, 2022.

 

 

 

EXPLANATORY NOTE

We are filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) for the purpose of registering an additional 3,918,849 shares of our Common Stock under the 2019 Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on our Registration Statements on Form S-8 (File Nos. 333-236665 and 333-239537), filed with the SEC on February 26, 2020 and June 29, 2020, respectively (the “Prior Forms S-8”). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

 

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein. In addition, the following documents we filed with the SEC are incorporated by reference into this Registration Statement:

 

  (a)

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the SEC on June 1, 2021.

 

  (b)

Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 9, 2021.

 

  (c)

Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 5, 2021.

 

  (d)

the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on August 12, 2021;

 

  (e)

Our Current Reports on Form 8-K, filed with the SEC on July 13, 2021, August  2, 2021, September  15, 2021 (only with respect to information filed under item 5.02 and 5.07), and November 23, 2021.

 

  (f)

The description of the Common Stock, which is contained in our Registration Statement on Form 8-A, filed with the SEC 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.

All documents, reports and definitive proxy or information statements filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8.

EXHIBITS.

 

          Incorporated by Reference

Exhibit

Number

   

Description

    Schedule
Form		    File Number    Exhibit    Filing Date
4.1    Amended and Restated Certificate of Incorporation of Immunovant, Inc.    8-K    001-38906    3.1    December 20, 2019
4.2    Amended and Restated Bylaws of Immunovant, Inc.    8-K    001-38906    3.2    December 20, 2019
5.1*    Opinion of Cooley LLP.            
23.1*    Consent of Ernst & Young LLP, independent registered public accounting firm.            
23.3*    Consent of Cooley LLP (included in Exhibit 5.1).            
24.1*    Power of Attorney (included on the signature page of this Form S-8).            
99.1    2019 Equity Incentive Plan.    10-K    001-38906    10.3    June 26, 2020
99.2    Forms of Option Grant Notices and Option Agreements under 2019 Equity Incentive Plan.    10-K    001-38906    10.3.1    June 26, 2020
99.3    Forms of Restricted Stock Unit Grant Notices and Award Agreements under 2019 Equity Incentive Plan.    10-K    001-38906    10.3.2    June 26, 2020

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on this 10th day of January, 2022.

 

IMMUNOVANT, INC.
By:  

/S/ PETER SALZMANN

  Peter Salzmann, M.D., M.B.A.
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Salzmann, M.D. and Eve Renee Barnett, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ PETER SALZMANN                

Peter Salzmann, M.D., M.B.A.

   

Chief Executive Officer and Director

(Principal Executive Officer)

    January 10, 2022

/s/ EVE RENEE BARNETT

Eve Renee Barnett

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

    January 10, 2022

/s/ FRANK M. TORTI

Frank M. Torti, M.D.

    Executive Chairperson of the Board of Directors    January 10, 2022

/s/ ANDREW FROMKIN

Andrew Fromkin

    Director    January 10, 2022

/s/ DOUGLAS HUGHES                

Douglas Hughes

    Director    January 10, 2022

/s/ GEORGE MIGAUSKY                

George Migausky

    Director    January 10, 2022

/s/ ATUL PANDE

Atul Pande, M.D.

    Director    January 10, 2022

/s/ ERIC VENKER                

Eric Venker, M.D., Pharm.D.

    Director    January 10, 2022