As filed with the U.S. Securities and Exchange Commission on June 8, 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 | 83-2771572 | |
| (State of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 320 West 37th Street New York, NY |
10018 | |
| (Address of principal executive office) | (Zip Code) | |
Immunovant, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Eva 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:
| Marc Recht Brandon Fenn Cooley LLP 500 Boylston Street, 14th Floor Boston, MA 02116 (617) 937-2300 |
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. ☐
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 4,659,315 shares of our common stock (“Common Stock”) under the 2019 Equity Incentive 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, 333-239537 and 333-262087), filed with the SEC on February 26, 2020, June 29, 2020 and January 10, 2022, 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, 2022, filed with the SEC on June 8, 2022. |
| (b) | 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 |
Description |
Schedule |
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 | |||||
| 107* |
Filing Fee Table | |||||||||
| * | 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 8th day of June, 2022.
| IMMUNOVANT, INC. | ||
| By: | /S/ PETER SALZMANN | |
| Peter Salzmann, M.D., M.B.A. | ||
| Chief Executive Officer | ||
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Salzmann, M.D. and Eva 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) |
June 8, 2022 | ||
| /s/ EVA RENEE BARNETT Eva Renee Barnett |
Chief Financial Officer (Principal Financial and Accounting Officer) |
June 8, 2022 | ||
| /s/ FRANK M. TORTI Frank M. Torti, M.D. |
Executive Chairperson of the Board of Directors | June 8, 2022 | ||
| /s/ ANDREW FROMKIN Andrew Fromkin |
Director | June 8, 2022 | ||
| /s/ DOUGLAS HUGHES Douglas Hughes |
Director | June 8, 2022 | ||
| /s/ GEORGE MIGAUSKY George Migausky |
Director | June 8, 2022 | ||
| /s/ ATUL PANDE Atul Pande, M.D. |
Director | June 8, 2022 | ||
| /s/ ERIC VENKER Eric Venker, M.D., Pharm.D. |
Director | June 8, 2022 | ||