urov-10q_20201231.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission File Number: 001-38667

 

Urovant Sciences Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

 

Bermuda

98-1463899

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

Suite 1, 3rd Floor

11-12 St. James’s Square

London SW1Y 4LB, United Kingdom

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +44 (0)207 400-3347

 

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)

(Trading Symbol)

(Name of each exchange on which registered)

Common Shares, $0.000037453 par value

UROV

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whetfher the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

  

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of February 11, 2021, the registrant had 32,743,396 common shares, $0.000037453 par value per share, outstanding.

 

 

 


CAUTIONARY STATEMENT

REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are often identified by the use of words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “to be,” “will,” “would,” or the negative or plural of these words, or similar expressions or variations, although not all forward-looking statements contain these words. Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include statements concerning future matters such as our expected liquidity, the commercialization of our lead product GEMTESA (vibegron), the development of our product candidate, URO-902, our expense levels, expectations regarding the outcome of legal proceedings and other statements regarding matters that are not historical are forward-looking statements. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied by these forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to, those listed below in the section entitled “Summary Risk Factors,” and those discussed in the section titled “Risk Factors” set forth in Part II. Item 1A. of this Quarterly Report on Form 10-Q, elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). These risks are not exhaustive. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

 

SUMMARY RISK FACTORS

Our business, financial condition and results of operations may be affected by a number of risks and uncertainties.  The following is a summary of the principal risks and uncertainties that may impact us, all of which are more fully described in the section entitled “Risk Factors” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q. The summary below should not be relied upon as an exhaustive summary of the material risks facing our business, and should be read in conjunction with the “Risk Factors” section in Part II, Item 1A of this Quarterly Report on Form 10-Q.  In addition, other risks not presently known to us or that we currently deem immaterial may also impact our business.

 

The conditions to the Merger (as such term is defined below) may not be satisfied or waived in a timely manner or at all, and the Merger Agreement (as such term is defined below) may be terminated in accordance with its terms, which could negatively impact our business, financial condition, results of operations, and the price of our common shares.

 

The announcement of the Merger could negatively impact our business, financial condition, or results of operations.

 

Attending to matters related to the Merger could divert our management’s focus from our ongoing business operations.

 

Business interruptions resulting from effects of pandemics or epidemics such as the novel strain of the coronavirus known as COVID-19, may materially and adversely affect our business and financial condition.

 

We believe our current cash and current borrowing capacity under the Sumitomo Loan Agreement (as such term is defined below) will not be sufficient for us to fund our anticipated level of operations until we become cash flow positive. If we fail to obtain additional capital, we will not be able to commercialize GEMTESA or complete the development of, seek regulatory approval for, and commercialize GEMTESA for OAB in men with BPH or our gene therapy product candidate, URO-902.

 

The Sumitomo Loan Agreement (as such term is defined below) contains certain covenants that could adversely affect our operations and, if an event of default were to occur, we could be forced to repay our outstanding indebtedness sooner than planned, including at a time when we do not have sufficient capital to satisfy such obligation. In addition, servicing our existing debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt. The occurrence of any of these events could cause a significant adverse impact on our business, prospects and share price.

 

We expect to incur significant operating losses and negative operating cash flows for the foreseeable future, and we may never achieve or maintain profitability.

 

The success of our business depends significantly on the commercial success of GEMTESA., and it may fail to achieve market acceptance by physicians, patients, third-party payors and others in the medical community, which is necessary for GEMTESA’ commercial success. If GEMTESA is not successfully commercialized, our business will be harmed.

 

i


 

We do not have our own manufacturing capabilities and rely on third parties to produce clinical and commercial supplies of our lead product and our drug candidate. If these third parties experience economic or production issues, do not maintain their regulatory approvals, or otherwise fail to provide us with the supplies we expect, it may delay our ability to develop and commercialize our lead product, GEMTESA, or our gene therapy product candidate, URO-902.

 

We currently rely on a single supplier for the enzyme used to manufacture GEMTESA, and if such supplier fails to provide us with sufficient supplies of enzyme to manufacture the quantity of GEMTESA we will need for commercialization, it may slow or halt our commercialization efforts for GEMTESA and harm our business.

 

We currently rely on Sunovion Pharmaceuticals, Inc. (“Sunovion”), an affiliate of Sumitovant Biopharma Ltd. (“Sumitovant”), the holder of a majority of our common shares to provide us certain market access and co-promotion services.  If we are unable to establish sales, market access, marketing, and distribution capabilities, either on our own or with third-party collaboration partners, we may not be successful in commercializing GEMTESA.

 

If Sunovion does not provide us the services and the commercial and operational support contemplated in the terms of the Market Access Services Agreement and Co-Promotion Agreement (as each item is defined below), our business could be adversely impacted.

 

Coverage and reimbursement may not be available for GEMTESA, which could make it difficult for us to sell it profitably.

 

We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

 

Clinical studies are very expensive, time-consuming, difficult to design and implement, and involve uncertain outcomes. Clinical study failures can occur at any stage of clinical studies, and we could encounter problems that cause us to suspend, abandon or repeat clinical studies. We cannot predict with any certainty the timing for commencement or completion of current or future clinical studies.

 

The results of our clinical studies may not support our proposed claims for our future product candidates. The results of previous clinical studies may not be predictive of future results, and interim or top-line data may be subject to change or qualification based on the complete analysis of data.

 

Our gene therapy product candidate, URO-902, is based on a novel technology, and the regulatory landscape that governs gene therapy products is uncertain and may change, which makes it difficult to predict the amount of time, money and other resources the Company will need to expend to develop URO-902 and obtain regulatory approval.

 

Our product and/or our gene therapy product candidate may cause adverse effects or have other properties that could limit their market acceptance and could delay or prevent the regulatory approval of or limit the scope of any approved label for, our gene therapy product candidate.

 

Regulatory requirements may make it difficult for us to obtain the materials and supplies necessary to conduct clinical studies regarding or to manufacture and sell GEMTESA or our gene therapy product candidate, if approved.

 

We are reliant on third parties to conduct, manage, and monitor our clinical studies, and if those third parties perform in an unsatisfactory manner, it may harm our business.

 

If we are unable to obtain and maintain patent protection for our technology and products, or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.

 

If we fail to comply with our obligations under any license, collaboration or other agreements, we may be required to pay damages and could lose intellectual property rights that are necessary for developing and protecting our product and/or gene therapy product candidate.

 

We have agreements with Sumitovant, our majority shareholder, and with Sumitomo Dainippon Pharma Co., Ltd., the parent company of Sumitovant (“Sumitomo Dainippon Pharma”), that may be perceived to create conflicts of interest.  To the extent other investors perceive that Sumitovant or Sumitomo Dainippon Pharma will not act in the best interests of all of our shareholders, such perception may negatively affect the price of our common shares.

 

We are a “controlled company” within the meaning of the applicable Nasdaq listing rules and, as a result, qualify for exemptions from certain corporate governance requirements. If we rely on these exemptions, our shareholders will not have the same protections afforded to shareholders of companies that are subject to such requirements.

 

We are a Bermuda company, and it may be difficult for shareholders to enforce judgments against us or our directors and executive officers. Bermuda law differs from the laws in effect in the United States and may afford less protection to our shareholders.

 

U.S. holders of our common shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Urovant,” the “Company,” “we,” “us,” and “our” refer to Urovant Sciences Ltd. and its wholly-owned subsidiaries, and references to “USL” refer to Urovant Sciences Ltd. on an unconsolidated basis and excluding its subsidiaries.

ii


Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

4

 

Condensed Consolidated Balance Sheets as of December 31, 2020 and March 31, 2020

4

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2020 and 2019

5

 

Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended December 31, 2020 and 2019

6

 

Condensed Consolidated Statements of Shareholders’ (Deficit) Equity for the Three and Nine Months Ended December 31, 2020 and 2019

7

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2020 and 2019

9

 

Notes to Condensed Consolidated Financial Statements

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

41

Item 4.

Controls and Procedures

41

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

90

Item 3.

Defaults Upon Senior Securities

90

Item 4.

Mine Safety Disclosures

90

Item 5.

Other Information

90

Item 6.

Exhibits

91

Signatures

92

 

 

 

iii


PART I—FINANCIAL INFORMATION

Item 1.Financial Statements (Unaudited)

UROVANT SCIENCES LTD.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

December 31, 2020

 

 

March 31, 2020

 

Assets

 

 

 

 

 

(Note 2)

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

71,295

 

 

$

51,414

 

Restricted cash

 

 

250

 

 

 

243

 

Prepaid expenses and other current assets

 

 

14,509

 

 

 

6,489

 

Due from Sumitovant Biopharma Ltd.

 

 

 

 

 

172

 

Total current assets

 

 

86,054

 

 

 

58,318

 

Property and equipment, net

 

 

2,020

 

 

 

1,210

 

Operating lease right-of-use assets

 

 

3,705

 

 

 

3,135

 

Intangible asset, net

 

 

14,000

 

 

 

 

Restricted cash, net of current portion

 

 

2,198

 

 

 

623

 

Other assets

 

 

910

 

 

 

9

 

Total assets

 

$

108,887

 

 

$

63,295

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Deficit

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,509

 

 

$

1,589

 

Accrued expenses

 

 

35,113

 

 

 

21,756

 

Due to Roivant Sciences Ltd.

 

 

 

 

 

31

 

Due to Sunovion Pharmaceuticals, Inc.

 

 

182

 

 

 

 

Current portion of share-based compensation liabilities

 

 

1,112

 

 

 

7,204

 

Current portion of operating lease liabilities

 

 

520

 

 

 

351

 

Total current liabilities

 

 

40,436

 

 

 

30,931

 

Share-based compensation liabilities, net of current portion

 

 

1,195

 

 

 

32

 

Related-party long-term debt

 

 

209,285

 

 

 

87,252

 

Operating lease liabilities, net of current portion

 

 

3,588

 

 

 

3,086

 

Total liabilities

 

 

254,504

 

 

 

121,301

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' deficit

 

 

 

 

 

 

 

 

Common shares, par value $0.000037453 per share, 267,001,308 shares

   authorized, 32,533,959 and 30,635,258 issued and outstanding at

   December 31, 2020 and March 31, 2020, respectively

 

 

1

 

 

 

1

 

Common shares subscribed

 

 

(1

)

 

 

(1

)

Accumulated other comprehensive (loss) income

 

 

(24

)

 

 

452

 

Additional paid-in capital

 

 

289,130

 

 

 

263,818

 

Accumulated deficit

 

 

(434,723

)

 

 

(322,276

)

Total shareholders' deficit

 

 

(145,617

)

 

 

(58,006

)

Total liabilities and shareholders' deficit

 

$

108,887

 

 

$

63,295

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


UROVANT SCIENCES LTD.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

 

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

15,616

 

 

$

23,099

 

 

$

46,506

 

 

$

62,909

 

General and administrative(1)

 

 

29,965

 

 

 

16,687

 

 

 

61,387

 

 

 

29,587

 

Total operating expenses

 

 

45,581

 

 

 

39,786

 

 

 

107,893

 

 

 

92,496

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net(2)

 

 

(1,615

)

 

 

(1,401

)

 

 

(4,522

)

 

 

(2,495

)

Loss on disposal of property and equipment

 

 

 

 

 

 

 

 

 

 

 

(236

)

Other income (expense), net

 

 

271

 

 

 

(34

)

 

 

(155

)

 

 

(145

)

Loss before (benefit from) provision for income taxes

 

 

(46,925

)

 

 

(41,221

)

 

 

(112,570

)

 

 

(95,372

)

(Benefit from) provision for income taxes

 

 

(128

)

 

 

38

 

 

 

(123

)

 

 

113

 

Net loss

 

$

(46,797

)

 

$

(41,259

)

 

$

(112,447

)

 

$

(95,485

)

Net loss per common share—basic and diluted

 

$

(1.46

)

 

$

(1.36

)

 

$

(3.59

)

 

$

(3.14

)

Weighted average common shares outstanding—basic and diluted

 

 

32,101,832

 

 

 

30,413,946

 

 

 

31,355,190

 

 

 

30,365,142

 

(1)

Includes $556 and $1,143 of costs from Sunovion Pharmaceuticals, Inc. during the three and nine months ended December 31, 2020, respectively (see Note 6[F]). Also, includes $80 and $213 of costs allocated from Roivant Sciences Ltd. during the three and nine months ended December 31, 2019, respectively.

(2)

Includes $1,627 and $4,562 of interest expense from related-party long-term debt with Sumitomo Dainippon Pharma Co., Ltd. during the three and nine months ended December 31, 2020, respectively (see Note 5).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


UROVANT SCIENCES LTD.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

 

 

 

Three Months Ended December 31,

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net loss

 

$

(46,797

)

 

$

(41,259

)

 

$

(112,447

)

 

$

(95,485

)

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(577

)

 

 

29

 

 

 

(476

)

 

 

125

 

Total other comprehensive (loss) income

 

 

(577

)

 

 

29

 

 

 

(476

)

 

 

125

 

Comprehensive loss

 

$

(47,374

)

 

$

(41,230

)

 

$

(112,923

)

 

$

(95,360

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6


UROVANT SCIENCES LTD.

Condensed Consolidated Statements of Shareholders’ (Deficit) Equity

(in thousands, except share data)

 

 

 

Common Shares

 

 

Common

Shares

 

 

Additional

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

Total

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Subscribed

 

 

Paid-in Capital

 

 

Deficit

 

 

(Loss) Income

 

 

Deficit

 

Balance at March 31, 2020

 

 

30,635,258

 

 

$

1

 

 

$

(1

)

 

$

263,818

 

 

$

(322,276

)

 

$

452

 

 

$

(58,006

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

1,032

 

 

 

 

 

 

 

 

 

1,032

 

Exercise of stock options

 

 

231,799

 

 

 

 

 

 

 

 

 

1,205

 

 

 

 

 

 

 

 

 

1,205

 

Share-based compensation liabilities

   reclassified to equity upon exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

988

 

 

 

 

 

 

 

 

 

988

 

Change in fair value of share-based

   compensation liabilities recorded

   to liabilities

 

 

 

 

 

 

 

 

 

 

 

(35

)

 

 

 

 

 

 

 

 

(35

)

Issuance of common shares pursuant

   to 2019 ESPP

 

 

39,541

 

 

 

 

 

 

 

 

 

331

 

 

 

 

 

 

 

 

 

331

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43

 

 

 

43

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,494

)

 

 

 

 

 

(30,494

)

Balance at June 30, 2020

 

 

30,906,598

 

 

 

1

 

 

 

(1

)

 

 

267,339

 

 

 

(352,770

)

 

 

495

 

 

 

(84,936

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

1,824

 

 

 

 

 

 

 

 

 

1,824

 

Exercise of stock options

 

 

670,318

 

 

 

 

 

 

 

 

 

2,921

 

 

 

 

 

 

 

 

 

2,921

 

Share-based compensation liabilities

   reclassified to equity upon exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

2,045

 

 

 

 

 

 

 

 

 

2,045

 

Change in fair value of share-based

   compensation liabilities recorded

   to additional paid-in capital

 

 

 

 

 

 

 

 

 

 

 

194

 

 

 

 

 

 

 

 

 

194

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58

 

 

 

58

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(35,156

)

 

 

 

 

 

(35,156

)

Balance at September 30, 2020

 

 

31,576,916

 

 

 

1

 

 

 

(1

)

 

 

274,323

 

 

 

(387,926

)

 

 

553

 

 

 

(113,050

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

1,895

 

 

 

 

 

 

 

 

 

1,895

 

Exercise of stock options

 

 

908,221

 

 

 

 

 

 

 

 

 

6,375

 

 

 

 

 

 

 

 

 

6,375

 

Share-based compensation liabilities

   reclassified to equity upon exercise

   of stock options

 

 

 

 

 

 

 

 

 

 

 

6,310

 

 

 

 

 

 

 

 

 

6,310

 

Vesting of restricted stock units, net

   of tax withholding

 

 

21,145

 

 

 

 

 

 

 

 

 

(20

)

 

 

 

 

 

 

 

 

(20

)

Issuance of common shares pursuant

   to 2019 ESPP

 

 

27,677

 

 

 

 

 

 

 

 

 

247

 

 

 

 

 

 

 

 

 

247

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(577

)

 

 

(577

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46,797

)

 

 

 

 

 

(46,797

)

Balance at December 31, 2020

 

 

32,533,959

 

 

$

1

 

 

$

(1

)

 

$

289,130

 

 

$

(434,723

)

 

$

(24

)

 

$

(145,617

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7


UROVANT SCIENCES LTD.

Condensed Consolidated Statements of Shareholders’ (Deficit) Equity Continued

(in thousands, except share data)

 

 

 

Common Shares

 

 

Common

Shares

 

 

Additional

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

Total

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Subscribed

 

 

Paid-in Capital

 

 

Deficit

 

 

Income

 

 

(Deficit) Equity

 

Balance at March 31, 2019

 

 

30,322,911

 

 

$

1

 

 

$

(1

)

 

$

250,032

 

 

$

(175,531

)

 

$

269

 

 

$

74,770

 

Capital contributions from RSI and RSG

 

 

 

 

 

 

 

 

 

 

 

130

 

 

 

 

 

 

 

 

 

130

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

1,047

 

 

 

 

 

 

 

 

 

1,047

 

Exercise of stock options

 

 

17,521

 

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

 

70

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

188

 

 

 

188

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,485

)

 

 

 

 

 

(28,485

)

Balance at June 30, 2019

 

 

30,340,432

 

 

 

1

 

 

 

(1

)

 

 

251,279

 

 

 

(204,016

)

 

 

457

 

 

 

47,720

 

Capital contributions from RSI and RSG

 

 

 

 

 

 

 

 

 

 

 

60

 

 

 

 

 

 

 

 

 

60

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

1,221

 

 

 

 

 

 

 

 

 

1,221

 

Exercise of stock options

 

 

41,001

 

 

 

 

 

 

 

 

 

150

 

 

 

 

 

 

 

 

 

150

 

Warrants issued with long-term debt

 

 

 

 

 

 

 

 

 

 

 

438

 

 

 

 

 

 

 

 

 

438

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(92

)

 

 

(92

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,741

)

 

 

 

 

 

(25,741

)

Balance at September 30, 2019

 

 

30,381,433

 

 

 

1

 

 

 

(1

)

 

 

253,148

 

 

 

(229,757

)

 

 

365

 

 

 

23,756

 

Capital contributions from RSI and RSG

 

 

 

 

 

 

 

 

 

 

 

61

 

 

 

 

 

 

 

 

 

61

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

12,529

 

 

 

 

 

 

 

 

 

12,529

 

Exercise of stock options

 

 

128,434

 

 

 

 

 

 

 

 

 

498

 

 

 

 

 

 

 

 

 

498

 

Vesting of restricted stock units, net

   of tax withholding

 

 

9,821

 

 

 

 

 

 

 

 

 

(63

)

 

 

 

 

 

 

 

 

(63

)

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

29

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(41,259

)

 

 

 

 

 

(41,259

)

Balance at December 31, 2019

 

 

30,519,688

 

 

$

1

 

 

$

(1

)

 

$

266,173

 

 

$

(271,016

)

 

$

394

 

 

$

(4,449

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

8


UROVANT SCIENCES LTD.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Nine Months Ended December 31,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(112,447

)

 

$

(95,485

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

272

 

 

 

178

 

Share-based compensation expense

 

 

9,324

 

 

 

14,797

 

Amortization of debt discount and issuance costs

 

 

33

 

 

 

664

 

Non-cash operating lease cost

 

 

722

 

 

 

448

 

Loss on disposal of property and equipment

 

 

 

 

 

236

 

Unrealized foreign currency translation adjustment

 

 

(476

)

 

 

125

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

(8,020

)

 

 

2,897

 

Other assets

 

 

(576

)

 

 

77

 

Due from Sumitovant Biopharma Ltd.

 

 

172

 

 

 

(111

)

Due to Roivant Sciences Ltd.

 

 

(31

)

 

 

(8

)

Due to Sunovion Pharmaceuticals, Inc.

 

 

182

 

 

 

 

Accounts payable

 

 

1,920

 

 

 

463

 

Accrued expenses

 

 

(723

)

 

 

4,998

 

Operating lease liabilities

 

 

(621

)

 

 

(153

)

Interest payable

 

 

 

 

 

343

 

Net cash used in operating activities

 

 

(110,269

)

 

 

(70,531

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,082

)

 

 

(732

)

Capitalized website development costs

 

 

(245

)

 

 

 

Cash used in investing activities

 

 

(1,327

)

 

 

(732

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from capital contributions from Roivant Sciences Ltd.

 

 

 

 

 

251

 

Proceeds from exercise of stock options

 

 

10,501

 

 

 

718

 

Debt financing costs paid