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Roivant Announces Redemption of Outstanding Warrants BASEL, Switzerland and LONDON and NEW YORK and BOSTON

Key Takeaway: Roivant has announced the redemption of all outstanding public and private placement warrants, effective September 1, 2023, following a positive share price performance. The company is entitled to redeem these warrants at a price of $0.10 each, as specified in its Warrant Agreement. Holders of the warrants can choose to exercise them for cash or surrender them for shares on a cashless basis. The announcement highlights Roivant's growth as it approaches its established redemption conditions and supports its operational strategy.

Market Sentiment Analysis

POSITIVE FACTORS

  • Roivant is proactively redeeming outstanding warrants, indicating confidence in their share price performance.
  • The company has a satisfactory trading performance satisfying the redemption criteria as of July 28, 2023.
  • The redemption terms offer holders options for cash or shares, adding flexibility.

Full Press Release Details

Roivant Announces Redemption of Outstanding Warrants
BASEL, Switzerland and LONDON and NEW YORK and BOSTON, August 2, 2023 (GLOBE NEWSWIRE) -
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.
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.
Roivant Investor Relations

Frequently Asked Questions

What are the outstanding warrants Roivant is redeeming?

Roivant is redeeming its public and private placement warrants for its common shares.

What will happen on the Redemption Date?

On the Redemption Date, unexercised Warrants will become void, and holders will receive the redemption price.

How much will Roivant pay for the redeeming warrants?

Roivant will pay $0.10 per Warrant as the redemption price.

What is the deadline for warrant holders to act?

Warrant holders must act by 5:00 p.m. New York City Time on September 1, 2023.

Who can I contact for more information on the warrants?

For inquiries, contact Equiniti Trust Company at 877-248-6417.

Last updated: Aug 2, 2023