SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Urovant Sciences Ltd.

(Name of Issuer)

Common Shares, $0.000037453 per share

(Title of Class of Securities)

G9381B108

(CUSIP Number)

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue, New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 1, 2018

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. G0750W104

 

  1.       

  Names of Reporting Persons.

 

  QVT Financial LP

  2.      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.      

  SEC Use Only

 

  4.      

  Source of Funds (See Instructions)

 

  AF

  5.      

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.      

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  22,703,669

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  22,703,669

11.      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  22,703,669

12.      

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.      

  Percent of Class Represented by Amount in Row (11)

 

  75.6%

14.      

  Type of Reporting Person (See Instructions)

 

  PN

 

Page 2 of 11 pages


CUSIP No. G0750W104

 

  1.       

  Names of Reporting Persons.

 

  QVT Financial GP LLC

  2.      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.      

  SEC Use Only

 

  4.      

  Source of Funds (See Instructions)

 

  AF

  5.      

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.      

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  22,703,669

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  22,703,669

11.      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  22,703,669

12.      

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.      

  Percent of Class Represented by Amount in Row (11)

 

  75.6%

14.      

  Type of Reporting Person (See Instructions)

 

  OO

 

Page 3 of 11 pages


CUSIP No. G0750W104

 

  1.       

  Names of Reporting Persons.

 

  QVT Family Office Fund LP (fka QVT Fund V LP)

  2.      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.      

  SEC Use Only

 

  4.      

  Source of Funds (See Instructions)

 

  WC

  5.      

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.      

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  22,703,669

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  22,703,669

11.      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  22,703,669

12.      

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.      

  Percent of Class Represented by Amount in Row (11)

 

  75.6%

14.      

  Type of Reporting Person (See Instructions)

 

  PN

 

Page 4 of 11 pages


CUSIP No. G0750W104

 

  1.       

  Names of Reporting Persons.

 

  QVT Associates GP LLC

  2.      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.      

  SEC Use Only

 

  4.      

  Source of Funds (See Instructions)

 

  AF

  5.      

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.      

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  22,703,669

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  22,703,669

11.      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  22,703,669

12.      

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.      

  Percent of Class Represented by Amount in Row (11)

 

  75.6%

14.      

  Type of Reporting Person (See Instructions)

 

  OO

 

Page 5 of 11 pages


Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common shares, $0.000037453 par value (the “Common Shares”), of Urovant Sciences Ltd., a Bermuda company (the “Issuer”). The address of the principal executive offices of the Issuer is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Item 2. Identity and Background

(a)-(c) This Schedule 13D is filed by QVT Financial LP, a Delaware limited partnership (“QVT Financial”), QVT Financial GP LLC, a Delaware limited liability company, QVT Family Office Fund LP (fka QVT Fund V LP) (the “Fund”), a Cayman Islands limited partnership, and QVT Associates GP LLC, a Delaware limited liability company (collectively, the “Reporting Persons”).

The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC are located at 444 Madison Avenue, 21st Floor, New York, New York 10022. The registered office of the Fund is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. QVT Financial GP LLC is the general partner of QVT Financial, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by QVT Financial. QVT Financial’s principal business is investment management, and it acts as the investment manager for the Fund, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund. QVT Financial has the power to direct the vote and disposition of securities held by the Fund. QVT Associates GP LLC, as general partner of the Fund, may also be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund.

Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. Messrs. Gold, Brumm, Chu and Fu are referred to collectively herein as the “Covered Persons.” The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.

(d) During the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).

(e) During the last five years, none of the Reporting Persons nor any of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding wsas or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons. Each of the Covered Persons is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

Prior to the Issuer’s IPO, which closed on October 1, 2018, the Issuer’s sole shareholder was Roivant Sciences Ltd. (“Roivant”), directly owning 20,025,098 Common Shares. In connection with the IPO, Roivant agreed to purchase 2,678,571 Common Shares at an IPO price of $14.00 per share. Roivant directly holds the Common Shares reported herein as beneficially owned by the Reporting Persons.

Item 4. Purpose of Transaction

As shareholders of Roivant, the Reporting Persons are filing this Schedule 13D because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares directly held by Roivant by virtue of governance arrangements in Roivant’s bye-laws.

Effective July 8, 2016, Dr. Andrew Lo was appointed to the board of directors of Roivant (the “Board”). Dr. Lo is an “independent director” within the meaning of that term under Roivant’s bye-laws. As of the appointment of the independent director, an affiliate of the Fund, voting unanimously with two other major shareholders of Roivant, have the right to override certain decisions of the Board under Roivant’s bye-laws, including with respect to dispositions of Common Shares (the “Override Right”). The Reporting Persons are filing this Schedule 13D because they may be accordingly deemed to have “dispositive power” and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant due to the Override Right. The filing of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities covered by this statement.

 

Page 6 of 11 pages


The Reporting Persons expect to review on a continuing basis Roivant’s investment in the Common Shares and the Issuer’s business, affairs, operations, financial position, capital needs, governance, management, strategy and future plans. As part of their review, they may from time to time engage in discussions or otherwise communicate about such matters with others, including, without limitation, members of the board of directors of the Issuer (the “Board”), management or representatives of the Issuer, other shareholders of the Issuer and other relevant parties. Based on such review and any such communications, as well as general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, subject to any then existing legal or contractual limitations: (a) purchase additional Common Shares, warrants, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (b) sell or direct the sale of all or a portion of the Common Shares, warrants, options or related derivatives now beneficially owned or hereafter acquired by them; (c) enter into and/or dispose of certain derivative transactions with one or more counterparties and/or (d) to the extent permitted by applicable laws, borrow securities, including the Common Shares, for the purpose of effecting, and effect, short sale transactions, and purchase securities for the purpose of closing out short positions in such securities. In addition, the Reporting Persons may evaluate, discuss and/or take action with respect to plans or proposals that could relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. None of the Reporting Persons is obligated to take or refrain from taking any action with respect to any plans or proposals that the Reporting Persons may evaluate, discuss or determine to pursue. Accordingly, the Reporting Persons reserve the right to revise their plans or intentions at any time and to take any and all action that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, subsequent developments regarding or affecting the Issuer and the general business and future prospects of the Issuer.

Item 5. Interest in Securities of the Issuer

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

All percentages referred to on the cover pages are determined using a denominator of 30,025,098 Common Shares as reported by the Issuer in its Form S-1A as filed with the Securities and Exchange Commission on September 25, 2018.

QVT Financial is the investment manager for the Fund. QVT Financial has the power to direct the vote and disposition of the investments held by the Fund. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 22,703,669 Common Shares, consisting of the Common Shares owned by Roivant.

QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares reported by QVT Financial. QVT Associates GP LLC, as general partner of the Fund, may be deemed to beneficially own the aggregate number of Common Shares owned by the Fund, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 22,703,669 Common Shares.

Each of the Covered Persons and Reporting Persons disclaims beneficial ownership of the Common Shares owned by Roivant.

(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Other than as disclosed herein, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

 

Page 7 of 11 pages


Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

Except as otherwise disclosed herein and the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 – Agreement regarding Joint Filing of Schedule 13D

 

Page 8 of 11 pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2018

 

QVT FINANCIAL LP       QVT FAMILY OFFICE FUND LP (FKA QVT FUND V LP)
By: QVT Financial GP LLC, its General Partner       By: QVT Associates GP LLC, its General Partner
By:  

/s/ Tracy Fu

      By:   

/s/ Tracy Fu

  Name: Tracy Fu          Name: Tracy Fu
  Title:   Managing Member          Title:    Managing Member
By:  

/s/ Meg Eisner

      By:   

/s/ Meg Eisner

  Name: Meg Eisner          Name: Meg Eisner
  Title:   Authorized Signatory          Title:    Authorized Signatory
QVT FINANCIAL GP LLC       QVT ASSOCIATES GP LLC
By:  

/s/ Tracy Fu

      By:   

/s/ Tracy Fu

  Name: Tracy Fu          Name: Tracy Fu
  Title:    Managing Member          Title:    Managing Member
By:  

/s/ Meg Eisner

      By:   

/s/ Meg Eisner

  Name: Meg Eisner          Name: Meg Eisner
  Title:    Authorized Signatory          Title:    Authorized Signatory

 

Page 9 of 11 pages


Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: October 10, 2018

 

QVT FINANCIAL LP       QVT FAMILY OFFICE FUND LP (FKA QVT FUND V LP)
By: QVT Financial GP LLC, its General Partner       By: QVT Associates GP LLC, its General Partner
By:  

/s/ Tracy Fu

      By:   

/s/ Tracy Fu

  Name: Tracy Fu          Name: Tracy Fu
  Title:   Managing Member          Title:    Managing Member
By:  

/s/ Meg Eisner

      By:   

/s/ Meg Eisner

  Name: Meg Eisner          Name: Meg Eisner
  Title:   Authorized Signatory          Title:    Authorized Signatory
QVT FINANCIAL GP LLC       QVT ASSOCIATES GP LLC
By:  

/s/ Tracy Fu

      By:   

/s/ Tracy Fu

  Name: Tracy Fu          Name: Tracy Fu
  Title:    Managing Member          Title:    Managing Member
By:  

/s/ Meg Eisner

      By:   

/s/ Meg Eisner

  Name: Meg Eisner          Name: Meg Eisner
  Title:    Authorized Signatory          Title:    Authorized Signatory

 

Page 10 of 11 pages


Appendix A

Covered Persons

 

Name of Covered Person

  

Principal Business Address

  

Principal Occupation

Daniel Gold   

QVT Financial LP

444 Madison Avenue, 21st Floor

New York, New York 10022

   Investment Management
Nicholas Brumm   

QVT Financial LP

444 Madison Avenue, 21st Floor

New York, New York 10022

   Investment Management
Arthur Chu   

QVT Financial LP

444 Madison Avenue, 21st Floor

New York, New York 10022

   Investment Management
Tracy Fu   

QVT Financial LP

444 Madison Avenue, 21st Floor

New York, New York 10022

   Investment Management

 

Page 11 of 11 pages