Immunovant Inc美股招股说明书(2025-12-12版)

IMMUNOVANT, INC. We are offering 26,200,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”). Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “IMVT.” On December10, 2025, the lastreported sale price of our Common Stock on the Nasdaq Global Select Market was $23.56 per share. Our business and an investment in our Common Stock involve significant risks. These risks are described underthe caption “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. (1)We have agreed to reimburse the underwriter for certain expenses. See “Underwriting” beginning on S-17 of this prospectus supplement for adescription of the compensation payable to the underwriter.(2)This amount excludes any shares of Common Stock sold to Roivant Sciences Ltd., which shall be purchased by the underwriter at a purchase priceof $21.00 per share. Roivant Sciences Ltd. (“Roivant”), our controlling shareholder, has agreed to purchase 16,666,666 shares of Common Stock in this offering at theoffering price of $21.00 per share. The underwriter will not receive any underwriting discounts or commissions with respect to shares of Common Stocksold to Roivant in the offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiespassed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares of Common Stock on our about December12, 2025, subject to the satisfaction of customary closingconditions. Leerink Partners TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsForward-Looking StatementsUse of ProceedsDividend PolicyMaterial United States Federal Income Tax Consequences to Non-U.S. HoldersUnderwritingLegal MattersExpertsWhere You Can Find Additional InformationIncorporation of Certain Information by Reference Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an automatic registration statement on Form S-3 (the “prospectus”) that we have filed with the Securitiesand Exchange Commission (the “SEC”) utilizing a “shelf” registration process available to us as a “well-known seasoned issuer,” as defined in Rule 405under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration process, we and/or our selling stockholders may fromtime to time offer to sell shares of Common Stock described in this prospectus supplement in one or more offerings, of which this offering is a part.Generally, when we refer to this “prospectus,” we are referring to both this prospectus supplement and the prospectus combined. If the information inthis prospectus supplement is inconsistent with the information in the prospectus, you should rely on this prospectus supplement. However, if anystatement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated byreference in this prospectus supplement – the statement in the document having the later date modifies or supersedes the earlier statement as ourbusiness, financial condition, results of operations and prospectus may have changed since the earlier dates. You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and in any free writingprospectus that we may authorize for use in connection with this offering. We are not making an offer to sell or soliciting an offer to buy our securities inany jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or toanyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement, theaccompanying prospectus, the documents incorporated by reference into this prospectus supplement, and in any free writing prospectus that we mayauthorize for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, resultsof operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, thedocuments incorporated by reference into this prospectus supplement, and any free writing prospectus