As filed with the U.S. Securities and Exchange Commission on April 14, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IMMUNOVANT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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2836
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83-2771572
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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320 West 37th Street
New York, NY 10018
(917)
580-3099
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
W. Bradford Middlekauff
General Counsel
Immunovant, Inc.
320
West 37th Street
New York, NY 10018
(917) 580-3099
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Frank F. Rahmani
John T. McKenna
Alison A.
Haggerty
Cooley LLP
3175 Hanover Street
Palo
Alto, CA 94304
(650) 843-5000
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Nathan Ajiashvili
B. Shayne Kennedy
Latham & Watkins LLP
885 Third Avenue
New
York, NY 10022
(212) 906-1200
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File
No. 333-237627)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES
BEING REGISTERED
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PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE(1)
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AMOUNT OF
REGISTRATION
FEE(1)
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Common stock, $0.0001 par value per share
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$23,232,300
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$3,016
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(1)
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The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The registrant previously
registered securities with a proposed maximum aggregate offering price not to exceed $116,161,500 on a Registration Statement on Form S-1, as amended (File
No. 333-237627), which was declared effective by the Securities and Exchange Commission on April 14, 2020. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of
securities having a proposed maximum aggregate offering price of $23,232,300 is hereby registered, which includes the additional shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
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This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.