SEC Comment Letter for Immunovant, Inc. (IMVT) (CIK 0001764013) (IMVT) — Jan 30, 2020
Immunovant, Inc. (IMVT) (CIK 0001764013)
Date: Jan. 30, 2020 · CIK: 0001764013 · Accession: 0000000000-20-000834
AI Filing Summary & Sentiment
File numbers found in text: 333-235975
Letter
January 29, 2020 Peter Salzmann, M.D. Chief Executive Officer Immunovant, Inc. 320 West 37th Street New York, NY 10018 Re:Immunovant, Inc. Registration Statement on Form S-1 Filed January 17, 2020 File No. 333-235975 Dear Dr. Salzmann: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-1 filed January 17, 2020 General 1.With reference to the shares held by Roivant Sciences Ltd., we note that Roivant is identified throughout the registration statement as your "parent" company and your "controlling stockholder." Given this relationship, you are not permitted to rely on Securities Act Rule 415(a)(1)(i) to register the shares because this provision excludes securities offered by "a person of which the registrant is a subsidiary." Accordingly, please amend your registration statement to remove the Roivant shares. For additional guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations, Question 212.15. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNamePeter Salzmann, M.D. Comapany NameImmunovant, Inc. January 29, 2020 Page 2 FirstName LastName Peter Salzmann, M.D. Immunovant, Inc. January 29, 2020 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Alison A. Haggerty, Esq.
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January 29, 2020
Peter Salzmann, M.D.
Chief Executive Officer
Immunovant, Inc.
320 West 37th Street
New York, NY 10018
Re:Immunovant, Inc.
Registration Statement on Form S-1
Filed January 17, 2020
File No. 333-235975
Dear Dr. Salzmann:
We have limited our review of your registration statement to those issues we have
addressed in our comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed January 17, 2020
General
1.With reference to the shares held by Roivant Sciences Ltd., we note that Roivant is
identified throughout the registration statement as your "parent" company and your
"controlling stockholder." Given this relationship, you are not permitted to rely on
Securities Act Rule 415(a)(1)(i) to register the shares because this provision excludes
securities offered by "a person of which the registrant is a subsidiary." Accordingly,
please amend your registration statement to remove the Roivant shares. For additional
guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations,
Question 212.15.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNamePeter Salzmann, M.D.
Comapany NameImmunovant, Inc.
January 29, 2020 Page 2
FirstName LastName
Peter Salzmann, M.D.
Immunovant, Inc.
January 29, 2020
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Alison A. Haggerty, Esq.