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(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedJune 30, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number:001-40782 ROIVANT SCIENCES LTD. (Exact name of Registrant as specified in its Charter) Bermuda98-1173944(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 7th Floor50 BroadwayLondonSW1H 0DBUnited Kingdom(Address of principal executive offices) +44207400 3347(Registrant’s telephone number, including area code)Not Applicable(Former Name, former address and former fiscal year, if changed since last report) TheNasdaqGlobal Select Market Common Shares, $0.0000000341740141per share Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 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☒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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of August 6, 2025, the registrant had682,881,743common shares, par value $0.0000000341740141 per share, outstanding (the“Common Shares”). TABLE OF CONTENTS Page PART I—FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)5Condensed Consolidated Balance Sheets as of June 30, 2025 and March 31, 20255Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2025 and 20246Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended June 30,2025 and 20247Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended June 30, 2025 and20248Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2025 and 20249Notes to Condensed Consolidated Financial Statements10Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures About Market Risk37Item 4.Controls and Procedures38PART II—OTHER INFORMATIONItem 1.Legal Proceedings39Item 1A.Risk Factors39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds99Item 3.Defaults Upon Senior Securities100Item 4.Mine Safety Disclosures100Item 5.Other Information100Item 6.Exhibits101SIGNATURES102 Where You Can Find More Information Investors and others should note that we may announce material business and financial information to our investors using ourinvestor relations website (https://investor.roivant.com), filings we make with the Securities and Exchange Commission (the “SEC”),our corporate account on the social media platform X (formerly Twitter) (@Roivant), other social media platforms, webcasts, pressreleases and conference calls. Similarly, Immunovant, Inc., as well as our other subsidiaries, may announce material business andfinancial information to its investors and others using its investor relations website (https://immunovant.com/investors), filings itmakes with the SEC, social media platforms, webcasts, press releases and conference calls. We and our subsidiaries use these mediumsto communicate with our and our subsidiaries’ shareholders and the public about our company, our subsidiaries, our product candidatesand other matters. It is possible that the information that we make available in this manner may be deemed to be material information.We therefore encourage investors and others interested in our company and our subsidiaries to review this information. The above-referenced information is not incorporated by reference into this filing and the website addresses and X account nameare provided only as inactive textual references. Summary Risk Factors You should consider carefully the risks described under “Risk Factors” in Part II, Item 1A. of this Quarterly Report