S-8

As filed with the U.S. Securities and Exchange Commission on April 15, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IMMUNOVANT, INC.

(Exact name of registrant as specified in its charter)

Delaware	83-2771572
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
320 West 37th Street New York, NY	10018
(Address of principal executive office)	(Zip Code)

Immunovant, Inc. 2019 Equity Incentive Plan

(Full title of the plan)

Eva Renee Barnett

Chief Financial Officer

Immunovant, Inc.

320 West 37th Street

New York, NY 10018

(917) 580-3099

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Marc Recht

Brandon Fenn

Cooley LLP

500 Boylston Street, 14^th Floor

Boston, MA 02116

(617) 937-2300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

We are filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) for the purpose of registering an additional 5,823,319 shares of our common stock (“Common Stock”) under the 2019 Equity Incentive Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on our Registration Statements on Form S-8 (File Nos. 333-236665, 333-239537, 333-262087, 333-265477 and 333-271138), filed with the SEC on February 26, 2020, June 29, 2020, January 10, 2022, June 8, 2022, and April 5, 2023, respectively (the “Prior Forms S-8”). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein. In addition, the following documents we filed with the SEC are incorporated by reference into this Registration Statement:

(a) Our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Annual Report”), filed with the Commission on May 22, 2023;

(b) Our Quarterly Reports on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August  10, 2023, for the quarterly period ended September 30, 2023, filed with the SEC on November  9, 2023 and for the quarterly period ended December  31, 2023, filed with the SEC on February 12, 2024;

(c) the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended March  31, 2023 from our definitive proxy statement relating to our 2023 annual meeting of stockholders, filed with the SEC on June 26, 2023;

(d) Our Current Reports on Form 8-K filed with the SEC on May  22, 2023 (only with respect to information filed under item 8.01), August 22, 2023, September  26, 2023 (only with respect to information filed under item 8.01), September  28, 2023, November  28, 2023 (only with respect to information filed under item 8.01) and December 20, 2023 (only with respect to information filed under item 8.01);

(e) The description of the Common Stock, which is contained in our Registration Statement on Form 8-A, filed with the SEC on May 9, 2019 (File No. 001-38906) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description; and

All documents, reports and definitive proxy or information statements filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS.

		Incorporated by Reference
Exhibit Number	Description	Schedule Form		File Number		Exhibit		Filing Date
4.1	Amended and Restated Certificate of Incorporation of Immunovant, Inc.		8-K		001-38906		3.1		December 20, 2019
4.2	Amended and Restated Bylaws of Immunovant, Inc.		8-K		001-38906		3.2		December 20, 2019
5.1*	Opinion of Cooley LLP.
23.1*	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.3*	Consent of Cooley LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of this Form S-8).
99.1	2019 Equity Incentive Plan.		10-K		001-38906		10.3		June 29, 2020
99.2	Forms of Option Grant Notices and Option Agreements under 2019 Equity Incentive Plan.		10-K		001-38906		10.3.1		June 29, 2020
99.3	Forms of Restricted Stock Unit Grant Notices and Award Agreements under 2019 Equity Incentive Plan.		10-K		001-38906		10.3.2		June 29, 2020
99.4	UK Sub-Plan to the Immunovant, Inc. 2019 Equity Incentive Plan		10-Q		001-38906		10.1		February 3, 2023
99.5	Form of Stock Option Grant Notice and Agreement for the UK Sub-Plan		10-Q		001-38906		10.2		February 3, 2023
99.6	Form of Restricted Stock Unit Grant Notice and Agreement for the UK Sub-Plan		10-Q		001-38906		10.3		February 3, 2023
107*	Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on this 15^th day of April, 2024.

IMMUNOVANT, INC.
By:	/S/ PETER SALZMANN
	Peter Salzmann, M.D., M.B.A.
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Salzmann, M.D. and Eva Renee Barnett, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PETER SALZMANN Peter Salzmann, M.D., M.B.A.	Chief Executive Officer and Director (Principal Executive Officer)	April 15, 2024
/s/ EVA RENEE BARNETT Eva Renee Barnett	Chief Financial Officer (Principal Financial and Accounting Officer)	April 15, 2024
/s/ FRANK M. TORTI Frank M. Torti, M.D.	Executive Chairperson of the Board of Directors	April 15, 2024
/s/ ANDREW FROMKIN Andrew Fromkin	Director	April 15, 2024
/s/ DOUGLAS HUGHES Douglas Hughes	Director	April 15, 2024
/s/ GEORGE MIGAUSKY George Migausky	Director	April 15, 2024
/s/ ATUL PANDE Atul Pande, M.D.	Director	April 15, 2024
/s/ ERIC VENKER Eric Venker, M.D., Pharm.D.	Director	April 15, 2024

EX-5.1

Exhibit 5.1

Brandon Fenn

+1 212 479 6626

bfenn@cooley.com

April 15, 2024

Immunovant, Inc.

320 West 37th Street

New York, NY 10018

Re: Immunovant, Inc. – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Immunovant, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 5,823,319 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable pursuant to the Immunovant, Inc. 2019 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plan and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,
COOLEY LLP
By:	/s/ Brandon Fenn
	Brandon Fenn

Cooley LLP 55 Hudson Yards New York, New York 10001-2157

t: (212) 479-6000 f: (212) 479-6275 cooley.com

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Immunovant, Inc. 2019 Equity Incentive Plan of Immunovant, Inc. of our report dated May 22, 2023, with respect to the consolidated financial statements of Immunovant, Inc. included in its Annual Report (Form 10-K) for the year ended March 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Iselin, New Jersey

April 15, 2024

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

Immunovant, Inc.

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share	Other	5,823,319 (3)	$29.655(2)	$172,690,524.95	0.00014760	$25,489.12
Total Offering Amounts					$172,690,524.95		$25,489.12
Total Fee Offsets							—
Net Fee Due							$ 25,489.12

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) of Immunovant, Inc. (the “Registrant”) that become issuable under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Common Stock, as applicable.

(2) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on April 12, 2024.

(3) Represents an automatic annual increase equal to 4% of the of the total number of shares of Common Stock outstanding on March 31, 2024 to the aggregate number of shares of Common Stock reserved for issuance under the 2019 Plan, pursuant to the terms of the 2019 Plan.