Robbins Geller Rudman & Dowd LLP announces an investigation into potential breaches of fiduciary duty by the directors and officers of Immunovant, Inc. (NASDAQ: IMVT) and Roivant Sciences Ltd. – Immunovant’s controlling stockholder – in connection with Immunovant’s January 2025 private placement transaction in which Roivant purchased nearly 16.9 million Immunovant shares at a price of $20.00 per share, a $3.48 per share discount to the prior trading day’s closing price.
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THE COMPANY: Immunovant is a clinical-stage immunology company. In December 2019, a blank check company under the name Health Sciences Acquisitions Corporation (“HSAC”) merged with Immunovant Sciences Ltd., which was a majority-owned subsidiary of Roivant. Subsequent to the merger, HSAC changed its name to Immunovant, Inc. At all times since the merger, Roivant has controlled a majority of Immunovant’s stock, holding between 54.6% and 73.8% of Immunovant’s shares.
THE TRANSACTION: On January 13, 2025, Immunovant announced, prior to the start of trading, that it had entered into a share purchase agreement with Roivant. Pursuant to the agreement, Immunovant sold 16,845,010 shares of the company’s common stock to Roivant via a private placement for $20.00 per share, a $3.48 per share discount to the prior trading day’s closing price. The last time Immunovant’s share price had closed as low as $20.00 per share was in August 2023 – nearly a year and a half before the private placement. This $3.48 per share discount, when multiplied by the 16,845,010 shares Roivant received pursuant to the agreement, equates to a benefit to Roivant of nearly $60 million at the expense of Immunovant and its shareholders.
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