Roivant Sciences Ltd 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedMarch 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number:001-40782 ROIVANT SCIENCES LTD. (Exact name of Registrant as specified in its Charter) Bermuda98-1173944(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeon which registered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer☐ Smaller reportingcompany☐Emerging growthcompany☐ Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of September 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregatemarket value of the registrant’s common shares, par value $0.0000000341740141 per share (the “common shares”), held by non-affiliates of the registrant was approximately $8.1billion, based on the closing price of the common shares on The Nasdaq GlobalSelect Market on September 30, 2024 of $11.54 per share. As of May 21, 2025 there were679,806,070common shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement to be issued in conjunction with the registrant’s 2025 Annual Meeting ofShareholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended March 31, 2025, areincorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, theregistrant’s proxy statement shall not be deemed to be a part of this Annual Report on Form 10-K. TABLE OF CONTENTS Page Item 1.Business7Item 1A.Risk Factors49Item 1B.Unresolved Staff Comments111Item 1C.Cybersecurity111Item 2.Properties112Item 3.Legal Proceedings112Item 4.Mine Safety Disclosures112 PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities113Item 6.[Reserved]114Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations114Item 7A.Quantitative and Qualitative Disclosures about Market Risk129Item 8.Financial Statements and Supplementary Data130Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure167Item 9A.Controls and Procedures167Item 9B.Other Informatio