ISL was incorporated in July 2018 and its operations prior to the closing of the Business Combination were
limited to organizing and staffing ISL, acquiring the rights to IMVT-1401, and preparing for and conducting clinical trials. To date, we have not generated any revenue and have generated significant operating losses since our inception. As of
March 31, 2019 and December 31, 2019, we had an accumulated deficit of $24.8 million and $70.7 million, respectively. For the period from December 19, 2017 to March 31, 2018 and for the year ended March 31, 2019, we
recorded net losses of $34.2 million and $28.6 million, respectively, and $19.6 million and $45.8 million for the nine months ended December 31, 2018 and 2019, respectively.
Our financial statements are derived by carving out the historical results of operations and historical cost basis of the assets and liabilities associated
with IMVT-1401 that have been contributed to us by RSL, from RSLs financial statements. Our financial statements have been presented as if we had been a separate business since the acquisition of IMVT-1401 by RSG on December 19, 2017 and
accordingly, the assets, liabilities and expenses relating to our operations have been separated from RSL in the financial statements for periods prior to and after our formation through March 31, 2019 and the nine months ended
December 31, 2019. The financial statements as of and for the period ended March 31, 2018, the nine months ended December 31, 2018, the year ended March 31, 2019, and the nine months ended December 31, 2019 include
reasonable allocations for assets and liabilities and expenses attributable to our operations. Beginning on July 6, 2018 (date of formation), the combined and consolidated financial statements include our accounts and those of our wholly owned
subsidiaries.
Business Combination and Recapitalization
On December 18, 2019, HSAC completed its acquisition of ISL pursuant to Share Exchange Agreement. At the closing, HSAC acquired 100% of the issued and
outstanding common shares of ISL, in exchange for 42,080,376 shares of HSAC common stock issued to the former shareholders of ISL and 10,000 shares of HSAC Series A preferred stock issued to RSL. Upon the closing of the Business Combination, ISL
became a wholly owned subsidiary of HSAC and HSAC was renamed Immunovant, Inc. The aggregate value of the consideration paid by HSAC in the Business Combination was $420.9 million, consisting of 42,090,376 shares of HSAC capital
stock valued at $10.00 per share.
ISL was founded on July 6, 2018 as a Bermuda exempted limited company and a wholly owned subsidiary of RSL. HSAC
was incorporated in Delaware on December 6, 2018 and was formed as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with
one or more businesses.
The Business Combination was accounted for as a reverse recapitalization and HSAC was treated as the acquired company
for accounting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of ISL issuing stock for the net assets of HSAC, accompanied by a recapitalization. Reported amounts from operations included
herein prior to the Business Combination are those of ISL.
Our Key Agreements
License Agreement with HanAll Biopharma Co., Ltd.
In December 2017, RSG entered into the HanAll Agreement. Under the HanAll Agreement, RSG received (1) the
non-exclusive right to manufacture and (2) the exclusive, royalty-bearing right to develop, import and use the antibody referred to as IMVT-1401 and certain back-up
and next-generation antibodies, and products containing such antibodies, and to commercialize such products, in the United States, Canada, Mexico, the E.U., the U.K., Switzerland, the Middle East, North Africa and Latin America (the Licensed
Territory) for all human and animal uses, during the term of the agreement.
In December 2018, we obtained and assumed all rights, title, interest
and obligations under the HanAll Agreement from RSG, including all rights to IMVT-1401 from RSG in the Licensed Territory, pursuant to an assignment and assumption agreement between RSG and its wholly owned subsidiary, ISG, for an aggregate purchase
price of $37.8 million plus Swiss value-added tax of $2.9 million.
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