Roivant (Nasdaq: ROIV) today announced that it will redeem all of
its outstanding public warrants (the “Public Warrants”) and private
placement warrants (the “Private Placement Warrants” and, together
with the Public Warrants, the “Warrants”) to purchase Roivant’s
common shares (the “Common Shares”) pursuant to its Warrant
Agreement dated September 30, 2021 with Equiniti Trust Company, LLC
(formerly American Stock Transfer & Trust Company, LLC) as
successor warrant agent (the “Warrant Agent”) (the “Warrant
Agreement”), that remain outstanding following 5:00 p.m. New York
City Time on September 1, 2023 (the “Redemption Date”) for a
redemption price of $0.10 per Warrant (the “Redemption Price”).
Under the terms of the Warrant Agreement, Roivant is entitled to
redeem the Public Warrants at a redemption price of $0.10 per
Public Warrant if (i) the last reported sales price (the “Reference
Value”) of the Common Shares is at least $10.00 per share for any
twenty (20) trading days within the thirty (30) trading-day period
ending on the third trading day prior to the date on which a notice
of redemption is given and (ii) if the Reference Value is less than
$18.00 per share, the outstanding Private Placement Warrants are
also concurrently called for redemption on the same terms as the
outstanding Public Warrants. This share price performance
requirement was satisfied as of July 28, 2023. The Warrant Agent
has delivered the notice of redemption (the “Notice of Redemption”)
to each of the registered holders of the outstanding Warrants on
behalf of Roivant.
At any time after the Notice of Redemption has been delivered
and prior to 5:00 p.m. New York City Time on the Redemption Date,
the Warrants may be: (1) exercised by the Warrant holders for cash,
at an exercise price of $11.50 per Common Share, or (2) surrendered
by the Warrant holders on a “cashless basis” (a “Make-Whole
Exercise”), in which case the surrendering holder will receive a
number of Common Shares determined in accordance with the terms of
the Warrant Agreement and based on: (i) the period of time between
the Redemption Date and the expiration of the Warrants, and (ii)
the “redemption fair market value” (being the volume-weighted
average price of the Common Shares for the ten trading days
immediately following the date of the Notice of Redemption) (the
“Redemption Fair Market Value”). Roivant will inform holders of
Warrants of the Redemption Fair Market Value no later than one (1)
business day after the ten (10) trading day period ends. In no
event will the number of Common Shares issued in connection with a
Make-Whole Exercise exceed 0.361 Common Shares per Warrant. If any
holder of Warrants would, after taking into account all of such
holder’s Warrants exercised at one time, be entitled to receive a
fractional interest in a Common Share, the number of shares the
holder is entitled to receive will be rounded down to the nearest
whole number of shares. The Public Warrants are listed on Nasdaq
under the symbol “ROIVW.” The Public Warrants will cease trading on
Nasdaq at 5:00 p.m. New York City Time on the Redemption Date.
The rights of the Warrant holders to exercise their Warrants
will terminate at 5:00 p.m. New York City Time on the Redemption
Date. Any Warrants that remain unexercised at 5:00 p.m. New York
City Time on the Redemption Date will be delisted, void and no
longer exercisable, and the holders of unexercised Warrants will
have no rights with respect to those Warrants, except to receive
the Redemption Price.
The Common Shares issuable upon exercise of the Warrants have
been registered by Roivant under the Securities Act of 1933, as
amended (the “Securities Act”), under a registration statement
filed on Form S-3 with, and declared effective by, the Securities
and Exchange Commission on October 3, 2023 (Registration No.
333-267503).
Questions concerning redemption and exercise of the Warrants can
be directed to the Warrant Agent, Equiniti Trust Company, LLC
(formerly American Stock Transfer & Trust Company, LLC), at
6201 15th Avenue Brooklyn, NY 11219 Attention: Relationship
Management, telephone number (877) 248-6417.
For a copy of the Notice of Redemption, please visit our
investor relations website at https://investor.roivant.com/.
None of the Company, its Board of Directors or employees has
made or is making any representation or recommendation to any
Warrant holder as to whether to exercise or refrain from exercising
any Warrants.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any Roivant securities and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offering, solicitation or sale would be unlawful.
About Roivant
Roivant is a commercial-stage biopharmaceutical company that
aims to improve the lives of patients by accelerating the
development and commercialization of medicines that matter. Today,
Roivant’s pipeline is concentrated in inflammation and immunology
and includes VTAMA®, a novel topical approved for the treatment of
psoriasis and in development for the treatment of atopic
dermatitis; batoclimab and IMVT-1402, fully human monoclonal
antibodies targeting the neonatal Fc receptor (“FcRn”) in
development across several IgG-mediated autoimmune indications; and
RVT-3101, an anti-TL1A antibody in development for ulcerative
colitis and Crohn’s disease, in addition to several other therapies
in various stages of clinical development. We advance our pipeline
by creating nimble subsidiaries or “Vants” to develop and
commercialize our medicines and technologies. Beyond therapeutics,
Roivant also incubates discovery-stage companies and health
technology startups complementary to its biopharmaceutical
business. For more information, visit www.roivant.com.
Forward-Looking Statements
This press release contains forward-looking statements.
Statements in this press release may include statements that are
not historical facts and are considered forward-looking within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which are usually identified by the use of words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and variations of such
words or similar expressions. The words may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. We intend these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act and Section 21E of the Exchange Act.
Our forward-looking statements include, but are not limited to,
statements regarding the redemption of the warrants.
Although we believe that our plans, intentions, expectations and
strategies as reflected in or suggested by those forward-looking
statements are reasonable, we can give no assurance that the plans,
intentions, expectations or strategies will be attained or
achieved. Furthermore, actual results may differ materially from
those described in the forward-looking statements and will be
affected by a number of risks, uncertainties and assumptions,
including, but not limited to, those risks set forth in the Risk
Factors section of our filings with the U.S. Securities and
Exchange Commission. Moreover, we operate in a very competitive and
rapidly changing environment in which new risks emerge from time to
time. These forward-looking statements are based upon the current
expectations and beliefs of our management as of the date of this
press release, and are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. Except as required by
applicable law, we assume no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contacts:
Investors
Roivant Investor Relationsir@roivant.com
Media
Stephanie LeeRoivant
Sciencesstephanie.lee@roivant.com
Roivant Sciences (NASDAQ:ROIV)
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から 12 2024 まで 1 2025
Roivant Sciences (NASDAQ:ROIV)
過去 株価チャート
から 1 2024 まで 1 2025