Form 8-K - Current report

false 0001764013 0001764013 2025-01-24 2025-01-24

 

 

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): January 24, 2025

 

 

IMMUNOVANT, INC.

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware		001-38906		83-2771572
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

320 West 37th Street
New York, NY				10018
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		IMVT		The Nasdaq Stock Market LLC

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. ☐

 

 

 

---

Item 8.01.

Other Events.

On January 24, 2025, Immunovant, Inc. (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3ASR (File No. 333-275419) filed with the Securities and Exchange Commission on November 9, 2023. The Company filed the Prospectus Supplement for the purpose of registering for resale up to 5,654,990 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), by the selling stockholders identified in the Prospectus Supplement (the “Selling Stockholders”). The Common Stock was acquired by the Selling Stockholders in the private placement financing described on the Company’s Current Report on Form 8-K dated January 13, 2025.

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Cooley LLP, regarding the legality of the Common Stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (contained in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

---

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.

 

IMMUNOVANT, INC.
By:		/s/ Eva Renee Barnett
		Eva Renee Barnett
		Chief Financial Officer

Date: January 24, 2025

Exhibit 5.1

 

Marc Recht

[phone]

[e-mail]

January 24, 2025

Immunovant, Inc.

320 West 37th Street

New York, New York 10018

Ladies and Gentlemen:

We have acted as counsel to Immunovant, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a prospectus supplement dated January 24, 2025 (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement supplements the automatic shelf registration statement on Form S-3 (No. 333-275419) dated November 9, 2023 (the “Registration Statement”). The Registration Statement, as supplemented by the Prospectus Supplement, registers the resale by the selling stockholders identified in the Prospectus Supplement (the “Selling Stockholders”) of up to 5,654,990 shares (the “Stockholder Shares”) of the Company’s common stock, $0.0001 par value (“Common Stock”). The Shares were issued by the Company pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”) dated January 13, 2025.

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus Supplement, the Purchase Agreement, the Company’s certificate of incorporation and bylaws, each as currently in effect, and such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state antifraud law, rule or regulation relating to securities or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Stockholder Shares are validly issued, fully paid and nonassessable.

Our opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

 

 

Cooley LLP 500 Boylston Street, 14^th Floor Boston, MA 02116-3736

t: [phone] f: [phone] cooley.com

---

Immunovant, Inc.

January 24, 2025

Page Two

 

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the Commission for incorporation by reference into the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
COOLEY LLP
By:		/s/ Marc Recht
		Marc Recht

 

 

Cooley LLP 500 Boylston Street, 14^th Floor Boston, MA 02116-3736

t: [phone] f: [phone] cooley.com

Document and Entity Information	Jan. 24, 2025
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001764013
Document Type	8-K
Document Period End Date	Jan. 24, 2025
Entity Registrant Name	IMMUNOVANT, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38906
Entity Tax Identification Number	83-2771572
Entity Address, Address Line One	320 West 37th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(917)
Local Phone Number	580-3099
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	IMVT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---