UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ) 

Urovant Sciences Ltd.

(Name of Issuer)

Common Shares, $0.000037453 par value per share

(Title of Class of Securities)

G9381B108
(CUSIP Number)

Dexxon Holdings Ltd.

1 Dexcel Street

Or Akiva, 3060000, Israel

+972-4-6364040

(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-1(e), 240.13d-1(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, as amended (the “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). 

* The calculation assumes that there are a total of 30,025,098 Common Shares outstanding, as reported by Urovant Sciences Ltd. (the “Issuer”) in its prospectus filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), on September 27, 2018, assuming no exercise of the underwriters’ option to purchase additional Common Shares.

* The calculation assumes that there are a total of 30,025,098 Common Shares outstanding, as reported by the Issuer in its prospectus filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act on September 27, 2018, assuming no exercise of the underwriters’ option to purchase additional Common Shares.

* The calculation assumes that there are a total of 30,025,098 Common Shares outstanding, as reported by the Issuer in its prospectus filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act on September 27, 2018, assuming no exercise of the underwriters’ option to purchase additional Common Shares.

 
EXPLANATORY NOTE

This report on Schedule 13D filed by the Reporting Persons (as defined below) relates to the common shares, par value $0.000037453 per share (the “Common Shares”), of Urovant Sciences Ltd. (the “Issuer”). The Reporting Persons were initially eligible pursuant to Section 13(d)(6)(B) of and Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, to file a report on Schedule 13G as indirect beneficial owners of more than five percent of the Common Shares before the Issuer’s initial public offering (the “IPO”). The Common Shares are directly owned by Roivant Sciences Ltd. (“Roivant”). The Reporting Persons are filing this Schedule 13D in lieu of a report on Schedule 13G because, as a result of the purchase by Roivant of Common Shares in the IPO, the Reporting Persons may be deemed to have acquired beneficial ownership of more than 2% of the Common Shares during the preceding 12 months.

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the Common Shares of Issuer. The principal executive offices of the Issuer are located at Suite 1, 3^rd Floor, 11-12 St. James’s Square, London, S W 1 Y 4LB, United Kingdom.

 The principal business address of each Reporting Person is 1 Dexcel Street, Or Akiva, 3060000, Israel.

The information set forth or incorporated by reference in Items 4 and 5 is hereby incorporated by reference herein.

The Reporting Persons are filing this Schedule 13D because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the 22,703,669 Common Shares of the Issuer held by Roivant by virtue of governance arrangements in Roivant’s bye-laws. The Reporting Persons do not directly own any Common Shares.

Roivant’s bye-laws provide that Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant’s board of directors, including with respect to dispositions of the Common Shares (the “Override Right”). Each of Dexxon and DPT is a shareholder of Roivant and, collectively, are holders of the Override Right. Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment and voting control over the Common Shares held by Roivant.

The Reporting Persons intend to review Roivant’s investment in the Common Shares on a continuing basis and may from time to time and at any time in the future, depending on various factors, including without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s board of directors, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring Common Shares and/or other equity, debt, notes, or other securities in the open market or otherwise (or influencing Roivant to do so); (ii) disposing of Common Shares in the open market or otherwise (or influencing Roivant to do so); (iii) engaging in communications with management and the board of directors of the Issuer (or influencing Roivant to do so); (iv) engaging in discussions with shareholders of the Issuer (or influencing Roivant to do so); or (v) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. None of the Reporting Persons currently have plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 are hereby incorporated by reference herein.

The information set forth or incorporated by reference in Item 4 and Item 5 is hereby incorporated by reference herein.

Joint Filing Agreement

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto (the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is attached as Exhibit I to this Schedule 13D and is incorporated by reference herein.

Other than as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationship with any persons with respect to the securities of the Issuer.

SIGNATURE

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

Dated: October 10, 2018

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

The following sets forth the name, citizenship, principal occupation and business address of each executive officer and director of DPT.

Exhibit 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows that such information is inaccurate.

Dated: October 10, 2018