On September 26, 2023, Roivant Sciences Ltd. (the "Company") reported to have entered into common share purchase and sale agreements (collectively, the "Purchase and Sale Agreements") with certain institutional investors, pursuant to which the Company agreed to issue and sell an aggregate of 19,600,685 of the Company’s common shares, par value $0.0000000341740141 per share (the "Common Shares"), at purchase price of $10.21 for each Common Share for aggregate gross proceeds of approximately $200.1 million (the "Registered Direct Offering") (Filing, 8-K, Roivant Sciences, SEP 26, 2023, View Source [SID1234635548]).

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The Registered Direct Offering was made pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-267503) (the "Shelf Registration Statement"). The Company expects to use the net proceeds from the Registered Direct Offering to make an investment into its subsidiary, Immunovant, Inc., and for working capital and other general corporate purposes.

The legal opinion of Conyers Dill & Pearman Limited relating to the legality of the issuance and sale of the Common Shares in the Registered Direct Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

The foregoing summary of the Purchase and Sale Agreements is qualified in its entirety by reference to the Form of Common Share Purchase and Sale Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.