FWP

Free Writing Prospectus pursuant to Rule 433 dated September 26, 2023

Registration Statement No. 333-251865

Immunovant Announces Proposed Offering of $300 Million of Common Stock

NEW YORK, September 26, 2023 (GLOBE NEWSWIRE) – Immunovant, Inc. (Nasdaq: IMVT), a clinical-stage immunology company dedicated to enabling normal lives for people with autoimmune diseases, today announced the commencement of a proposed underwritten public offering and concurrent private placement of an aggregate of $300,000,000 of shares of its common stock. Immunovant intends to offer and sell $130,000,000 of shares of its common stock in an underwritten public offering. In addition, Immunovant intends to grant the underwriters for the offering a 30-day option to purchase up to an additional $19,500,000 of shares of its common stock offered at the public offering price. All of the shares are being offered by Immunovant.

Concurrent with the proposed public offering, Immunovant intends to sell $170,000,000 of shares of its common stock to Roivant Sciences Ltd. in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, subject to consummation of the proposed public offering and other customary conditions. However, the consummation of the public offering is not contingent on the consummation of this concurrent private placement.

The proposed public offering and concurrent private placement are subject to market and other conditions, and there can be no assurance as to whether or when the proposed public offering and concurrent private placement may be completed, or the actual size or terms of the proposed public offering and concurrent private placement.

Leerink Partners, Piper Sandler, Guggenheim Securities and Wells Fargo Securities are acting as joint bookrunning managers for the public offering. LifeSci Capital is acting as co-manager for the public offering.

The shares in the public offering are being offered by Immunovant pursuant to a Registration Statement on Form S-3 previously filed and declared effective by the SEC. The offering will be made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement related to the public offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov.

When available, a copy of the preliminary prospectus supplement and the accompanying prospectus relating to the public offering may also be obtained from: Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com; Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, or by telephone at (800) 747-3924, or by email at prospectus@psc.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; and Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street—14th Floor, New York, NY 10001, or by telephone at (800) 645-3751, or by email at WFScustomerservice@wellsfargo.com.

The shares of common stock to be sold in the concurrent private placement have not been registered under the Securities Act or under any state securities laws and, unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.