Item 3.02 Unregistered Sales of Equity Securities.
On September 17, 2020, Immunovant, Inc. (“Immunovant”) achieved the second and final milestone earnout of 10,000,000 shares (the “Earnout Shares”) of Immunovant common stock (the “Common Stock”) issuable to the former stockholders of Immunovant Sciences Ltd. (the “Sellers”) pursuant to the Share Exchange Agreement, dated as of September 29, 2019 (the “Share Exchange Agreement”), by and among Health Sciences Acquisitions Corporation (“HSAC”), Immunovant Sciences Ltd., the Sellers and Roivant Sciences Ltd., as representative of the Sellers, relating to the business combination with HSAC (the “Business Combination”).
As previously disclosed, pursuant to the Share Exchange Agreement, the Sellers were entitled to receive an additional 10,000,000 shares of Common Stock after the closing of the Business Combination if the volume-weighted average price of the Common Stock was equal to or exceeded $31.50 per share for any 20 trading days within any 30 trading-day period prior to March 31, 2025, which condition was met as of September 17, 2020. In addition, upon the satisfaction of this condition, 900,000 shares of Common Stock held by HSAC’s sponsor, Health Sciences Holdings, LLC, vested and are no longer subject to forfeiture.
The Earnout Shares are being issued in reliance upon an exemption from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities of Immunovant, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.