UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2019

Immunovant, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 847-6204

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☒

Introductory Note

On December 19, 2019, Immunovant Sciences Ltd. (“ISL”) and Health Sciences Acquisitions Corporation (“HSAC”) announced the closing of the transactions contemplated by the Share Exchange Agreement (as defined below) (the “Transactions”), following the approval at a special meeting of the stockholders of HSAC held on December 16, 2019 (the “Special Meeting”). Upon the closing of the Business Combination (as defined below), the registrant changed its name from Health Sciences Acquisitions Corporation to Immunovant, Inc. (“Immunovant”). Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings set forth in the definitive proxy statement (the “Proxy Statement”) filed by HSAC with the Securities and Exchange Commission (the “Commission”) on November 27, 2019.

Share Exchange Agreement

As disclosed in the Proxy Statement under the sections titled “The Business Combination Proposal” and “The Share Exchange Agreement,” on September 29, 2019, HSAC, ISL, the stockholders of ISL (the “Sellers”) and Roivant Sciences Ltd., as representative of the Sellers (“Roivant”), entered into a Share Exchange Agreement (“Share Exchange Agreement”).

Upon the closing of the Transactions, HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for shares of common stock of HSAC, and ISL became a wholly owned subsidiary of HSAC (the “Business Combination”). The combined company after the Business Combination, named Immunovant, Inc., is referred to in this Current Report on Form 8-K as the “Combined Company” or “Immunovant.”

Item 2.01 of this Current Report on Form 8-K discusses the closing of the Business Combination and various other Transactions contemplated by the Share Exchange Agreement, which took place on December 18, 2019 (the “Closing”), and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

On May 9, 2019, HSAC entered into a registration rights agreement with Health Sciences Holdings, LLC (the “Sponsor”), pursuant to which the Sponsor was granted certain rights relating to the registration of securities of HSAC held by the Sponsor.

On September 29, 2019, concurrent with the execution of the Share Exchange Agreement, HSAC, the Sponsor and the Sellers entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), which became effective as of the Closing. Under the Registration Rights Agreement, the Sponsor and the Sellers hold registration rights that obligate us to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), all or any portion of the Registrable Securities (as defined in the Registration Rights Agreement) held by the Sponsor and the Sellers. Each of the Sponsor, Roivant and stockholders holding a majority-in-interest of all such Registrable Securities will be entitled to make a written demand for registration under the Securities Act of all or part of the their Registrable Securities, so long as such shares are not then restricted under the Lock-Up Agreement (as more completely described in the Proxy Statement). Subject to certain exceptions, if we propose to file a registration statement under the Securities Act with respect to our securities, under the Registration Rights Agreement, we will give notice to the Sponsor and the Sellers as to the proposed filing and offer such stockholders an opportunity to register the resale of such number of their Registrable Securities as they request in writing, subject to certain exceptions. In addition, subject to certain exceptions, such stockholders will be entitled under the Registration Rights Agreement to request in writing that we register the resale of any or all of their Registrable Securities on Form S-3 or any other registration statement that may be available at such time.

Under the Registration Rights Agreement, we agreed to indemnify such stockholders and certain persons or entities related to such stockholders against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and such stockholders including Registrable Securities in any registration statement or prospectus agreed to indemnify us and certain persons or entities related to us against all losses caused by their misstatements or omissions in those documents.

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This summary is qualified in its entirety by reference to the text of the Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Sponsor Restricted Stock Agreement

On September 29, 2019, concurrent with the execution of the Share Exchange Agreement, we and the Sponsor entered into a restricted stock agreement (the “Sponsor Restricted Stock Agreement”), pursuant to which the Sponsor agreed that, concurrent with the Closing, the Sponsor would (a) forfeit a number of shares of our common stock equal to: (A) 1,800,000, multiplied by (B) (i) the number of shares of our common stock validly redeemed by holders thereof in connection with the Business Combination as reflected in the records of our transfer agent, divided by (ii) 11,500,000 (such number of shares, the “Cancelled Shares”), and (b) subject a number of shares of our common stock equal to 1,800,000 minus the Cancelled Shares (the “Sponsor Earnout Shares”) to potential forfeiture in the event that the Milestones (as more completely described in the Proxy Statement) are not achieved. In the event of an Acceleration Event (as more completely described in the Proxy Statement), all of the Sponsor Earnout Shares shall vest and no longer be subject to forfeiture, unless in a change of control, the value of the consideration to be received in exchange for a share of our common stock is lower than the applicable Milestone share price thresholds. Any Sponsor Earnout Shares that have not vested on or prior to March 31, 2025 will be forfeited by the Sponsor after such date.

No holder of shares of HSAC’s common stock sold in its initial public offering (“Public Shares”) exercised their right to redeem those shares. As such, there were no Cancelled Shares, and there are 1,800,000 Sponsor Earnout Shares.

This summary is qualified in its entirety by reference to the text of the Sponsor Restricted Stock Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 16, 2019, HSAC held the Special Meeting at which the HSAC stockholders considered and approved, among other matters, the Transactions contemplated under the Share Exchange Agreement. On December 18, 2019, the parties closed the Transactions.

No holder of Public Shares exercised their right to redeem those shares. Immediately after giving effect to the Transactions, there were 56,455,376 shares of our common stock, 10,000 shares of our Series A preferred stock and warrants to purchase 5,750,000 shares of our common stock issued and outstanding.

Immediately prior to the consummation of the Business Combination, two promissory notes, one held by each of RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd., were automatically converted into shares of ISL’s common stock exchangeable for an aggregate of 2,250,000 shares of HSAC’s common stock upon the Closing. All interest under the promissory notes was waived and cancelled immediately prior to the consummation of the Business Combination.

Upon the Closing, the Sellers sold to HSAC, and HSAC purchased from the Sellers, all of the issued and outstanding shares and other equity interests in and of ISL, and HSAC issued 42,090,376 of its shares to the Sellers, including 10,000 shares of Series A preferred stock of HSAC issued to Roivant. The issuance of shares of HSAC to the Sellers was consummated on a private placement basis, pursuant to Section 4(a)(2) of the Securities Act. All vested or unvested outstanding options in ISL under its equity incentive plan were automatically assumed by HSAC and converted into options to purchase 4,408,287 shares of our common stock with no substantial changes to their vesting conditions.

On December 19, 2019, our common stock, units and warrants began trading on the Nasdaq Stock Market (“Nasdaq”) under the symbols “IMVT,” “IMVTU” and “IMVTW,” respectively. Upon the Closing, entities affiliated with Roivant beneficially owned approximately 66.3% of our outstanding shares of common stock and the securityholders of HSAC prior to the Closing beneficially owned approximately 25.5% of our outstanding shares of common stock. As a result,

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we are a “controlled company” within the meaning of the Nasdaq listing rules and we intend to take advantage of certain rules that provide exemptions from certain corporate governance rules of Nasdaq applicable to listed companies.

HSAC’s trust account had a balance immediately prior to the Closing of approximately $116.5 million, prior to the payment of transaction expenses. In addition, approximately $0.8 million remained in HSAC’s operating account immediately prior to the Closing, which, together with approximately $14.7 million of cash of ISL, is expected to finance Phase 2 development of IMVT-1401 in our three initial indications: Graves’ ophthalmopathy, myasthenia gravis and warm autoimmune hemolytic anemia.

This summary is qualified in its entirety by reference to the text of the Share Exchange Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as HSAC was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, Immunovant, as the successor issuer to HSAC, is providing the information below that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the Combined Company after HSAC’s acquisition of ISL in connection with the consummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements provide Immunovant’s current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding our strategy, clinical development plans, operations, cash flows, financial position and dividend policy. The risks and uncertainties include, but are not limited to:

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Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this Current Report on Form 8-K. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the Commission after the date of this Current Report on Form 8-K.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Current Report on Form 8-K. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this Current Report on Form 8-K and any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf.

Business

Our business is described in the Proxy Statement in the section titled “Immunovant Sciences Ltd.’s Business” and that information is incorporated herein by reference.

Risk Factors

The risks associated with our business are described in the Proxy Statement in the section titled “Risk Factors” and are incorporated herein by reference.

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Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning our financial information. Reference is further made to the disclosure contained in the Proxy Statement in the section titled “Selected Historical Consolidated Financial and Operating Data of Immunovant Sciences Ltd.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Immunovant Sciences Ltd.” and is incorporated herein by reference.

Properties

Our facilities are described in the Proxy Statement in the section titled “Immunovant Sciences Ltd.’s Business – Facilities” and such description is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of our common stock upon the Closing of the Business Combination by:

Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G filed with the Commission. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole voting and investment power with respect to all shares of our common stock beneficially owned by them. Applicable percentages are based on 56,455,376 shares of common stock outstanding on December 18, 2019, adjusted as required by rules promulgated by the Commission.

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Directors and Executive Officers

Our directors and executive officers after the Closing are described in the Proxy Statement in the section titled “Directors, Executive Officers, Executive Compensation and Corporate Governance” and such description is incorporated herein by reference.

Executive Compensation

The executive compensation of our executive officers and directors is described in the Proxy Statement in the section titled “Directors, Executive Officers, Executive Compensation and Corporate Governance” and such description is incorporated herein by reference.

Certain Relationships and Related Transactions

Certain relationships and related party transactions are described in the Proxy Statement in the section titled “Certain Transactions” and such descriptions are incorporated herein by reference.

Legal Proceedings

We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results or financial condition.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

On December 19, 2019, our common stock, units and warrants began trading on the Nasdaq under the symbols “IMVT,” “IMVTU” and “IMVTW,” respectively. We have not paid any cash dividends on shares of our common stock to date and do not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

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Information regarding HSAC’s common stock, rights and units and related stockholder matters are described in the Proxy Statement in the section titled “Summary of the Proxy Statement—Trading Market and Dividends” and such information is incorporated herein by reference.

Description of Registrant’s Securities

Our securities are described in the Proxy Statement in the sections titled “Description of HSAC’s Securities” and “Description of the Combined Company’s Securities” and such descriptions are incorporated herein by reference.

Indemnification of Directors and Officers

In connection with the Business Combination, we entered into indemnification agreements with each of our directors and executive officers. These indemnification agreements provide such directors and executive officers with contractual rights to indemnification and expense advancement.

This summary is qualified in its entirety by reference to the text of the form of Indemnification Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning our consolidated financial statements and supplementary data.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning our financial information.

Certain annual and quarterly financial information regarding Immunovant was included in the Proxy Statement, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Immunovant Sciences Ltd.” and such information is incorporated herein by reference. The disclosure contained in Item 2.01 of this Current Report on Form 8-K is also incorporated herein by reference.

The disclosure set forth under Item 2.01 above is incorporated in this Item 3.02 by reference. The 42,080,376 shares of common stock and 10,000 shares of Series A preferred stock issued pursuant to the Share Exchange Agreement were issued in reliance upon an exemption from the registration requirements pursuant to Section 4(a)(2) of the Securities Act. The ISL securityholders receiving the shares represented their intentions to acquire the shares for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the shares.

Amended and Restated Certificate of Incorporation

Upon the Closing of the Business Combination, HSAC’s certificate of incorporation (the “Charter”) was amended and restated to:

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This summary is qualified in its entirety by reference to the text of the amended and restated certificate of incorporation, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Amended and Restated Bylaws

Upon the Closing of the Business Combination, HSAC’s bylaws were amended and restated to be consistent with Immunovant’s amended and restated certificate of incorporation and to make certain other changes that our board of directors deemed appropriate for a public operating company. The amended and restated bylaws are filed as Exhibit 3.2 hereto and incorporated herein by reference.

Dismissal of WithumSmith+Brown, PC

As of December 18, 2019, WithumSmith+Brown, PC (“Withum”) was dismissed as our independent registered accounting firm. This decision was approved by our board of directors.

Withum’s report on HSAC’s financial statements as of December 31, 2018 and for the period from December 6, 2018 (HSAC’s inception) through December 31, 2018 did not contain an adverse opinion or disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope, or accounting principles. During the period of Withum’s engagement by HSAC, and the subsequent interim period preceding Withum’s dismissal, there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Withum, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering such periods. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Withum’s engagement and the subsequent interim period preceding Withum’s dismissal.

We provided Withum with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Current Report on Form 8-K and requested that Withum furnish a letter addressed to the Commission, which is filed as Exhibit 16.1 to this Current Report on Form-K, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.

Appointment of Ernst & Young LLP

On December 18, 2019, our board of directors approved the appointment of Ernst & Young LLP (“EY”) as our independent registered accounting firm. EY served as the independent registered accounting firm for ISL.

During the period from December 6, 2018 (HSAC’s inception) through December 31, 2018 and the subsequent interim period preceding the engagement of EY, HSAC did not consult EY regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on HSAC’s financial statements, and neither a written report was provided to HSAC or oral advice was provided that EY concluded was an important factor considered by HSAC in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

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Reference is made to the disclosure in the Proxy Statement in the sections titled “The Business Combination Proposal” and “The Share Exchange Agreement,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

As a result of the issuance of shares in connection with the Closing on December 18, 2019, we experienced a change in control. Immediately after giving effect to the Transactions, there were 56,455,376 shares of our common stock outstanding, 66.3% of which were held by Roivant. In addition, Roivant holds 10,000 shares of our Series A preferred stock, the rights and preferences of which are set forth in our amended and restated certificate of incorporation and include the right to appoint a certain number of directors to our board of directors. See Item 3.03 of this Current Report on Form 8-K.

Appointment and Departure of Directors and Officers

The following persons are serving as executive officers and directors following the Closing. For biographical information concerning such executive officers and directors, see the disclosure in the Proxy Statement in the section titled “Directors, Executive Officers, Executive Compensation and Corporate Governance—Directors and Executive Officers after the Business Combination,” which is incorporated herein by reference.

Effective upon the Closing, each of Roderick Wong, M.D., Naveen Yalamanchi, M.D., Alice Lee and Stephanie A. Sirota resigned as executive officers of HSAC, and each of Naveen Yalamanchi, M.D., Sukumar Nagendran, M.D., Pedro Granadillo and Gotham Makker, M.D. resigned as directors of HSAC.

2019 Equity Incentive Plan

At the Special Meeting, the HSAC stockholders considered and approved the 2019 Equity Incentive Plan (the “Equity Incentive Plan”), and reserved 5,500,000 shares of common stock for issuance thereunder. The Equity Incentive Plan was previously approved, subject to stockholder approval, by the board of directors of HSAC on November 20, 2019. The Equity Incentive Plan became effective immediately upon the Closing of the Transactions. The number of shares of common stock reserved for issuance under the Equity Incentive Plan will automatically increase on April 1 of each year, beginning on April 1, 2020 and continuing through April 1, 2029, by 4.0% of the total number of shares of common stock outstanding on the last day of the preceding month, or a lesser number of shares as may be determined by the board of directors. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive options under the Equity Incentive Plan is 16,500,000.

A more complete summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement in the section titled “The Equity Incentive Plan Proposal.” That summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

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On December 18, 2019, as a result of the Closing of the Business Combination, our board of directors adopted a resolution to change the Combined Company’s fiscal year end from December 31 (HSAC’s fiscal year end) to March 31 (ISL’s fiscal year end), effective immediately. Immunovant is not required to file a transition report on Form 10-KT and plans to report the financial results of the Combined Company for the fiscal year ending March 31, 2020 on an Annual Report on Form 10-K.

The information set forth in Item 3.03 is incorporated by reference into this Item 5.03.

As a result of the Transactions, HSAC ceased being a shell company. Reference is made to the disclosure in the Proxy Statement in the sections titled “The Business Combination Proposal” and “The Share Exchange Agreement” and such disclosure is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K.

On December 19, 2019, we issued a press release announcing the Closing of the Business Combination. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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(a)-(b) Financial Statements.

Information responsive to Item 9.01(a) and (b) of Form 8-K is set forth in the financial statements included in the Proxy Statement beginning on page F-1, and under “Unaudited Pro Forma Condensed Combined Financial Information,” and such information is incorporated herein by reference.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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