Results

Immunovant Inc.

02/06/2026 | Press release | Distributed by Public on 02/06/2026 06:24

Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our (1) unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report"), and (2) audited consolidated financial statements and the related notes thereto and management's discussion and analysis of financial condition and results of operations for the fiscal year ended March 31, 2025, included in our Annual Report on Form 10-K ("Annual Report"), filed with the Securities and Exchange Commission (the "SEC") on May 29, 2025. Unless the context requires otherwise, references in this Quarterly Report to "Immunovant," the "Company," "we," "us," and "our" refer to Immunovant, Inc. and its wholly-owned subsidiaries.
Forward-Looking Statements
This Quarterly Report 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," "forecast," "goal," "hope," "intend," "likely," "may," "might," "objective," "ongoing," "plan," "potential," "predict," "project," "should," "target," "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. 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 identified herein, and those discussed in the section titled "Risk Factors" set forth in Part I, Item 1A. of our Annual Report and in our other filings with 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, 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 applicable law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Overview
Immunovant, Inc. ("Immunovant," "we" or the "Company") is a clinical-stage immunology company dedicated to enabling normal lives for people with autoimmune diseases. Our focus is on developing IMVT-1402, a potentially best-in-class inhibitor of the neonatal fragment crystallizable receptor ("FcRn"), to address autoimmune diseases driven by high levels of pathogenic immunoglobulin G ("IgG") antibodies. FcRn is involved in preventing the degradation of IgG antibodies, and inhibition of FcRn has been shown to reduce levels of total IgG and pathogenic IgG antibodies.
We believe that FcRn inhibition has broad therapeutic and commercial potential to address pathogenic IgG-mediated autoimmune diseases in several therapeutic areas, including but not limited to, endocrinology, neurology, rheumatology and dermatology. Third-party estimates suggest over four million patients in the United States and Europe could benefit from anti-FcRn treatments across more than 20 indications that have been publicly announced for study by multiple companies, with two indications that are already approved and launched quickly reaching billions of dollars in global annual sales.
In a Phase 1 clinical trial, healthy adults dosed with IMVT-1402 showed deep, dose-dependent IgG reductions. We expect to be able to reach approximately 80% IgG reductions with continued weekly dosing of 600 mg of IMVT-1402, offering deeper IgG reductions than observed with other competitor anti-FcRn programs. There has been consistent evidence observed across the class in eight indications in Phase 2 and 3 trials with FcRn inhibitors that deeper IgG reductions correlate with meaningful improvements in clinical outcomes. This has also been validated with Immunovant's own Phase 2 and 3 studies evaluating its first-generation anti-FcRn antibody, batoclimab, formerly referred to as IMVT-1401, in Graves' disease ("GD"), myasthenia gravis ("MG") and chronic inflammatory demyelinating polyneuropathy ("CIDP") which showed that IgG reductions of greater than or equal to 70% led to meaningfully better outcomes compared to reductions below 70% across a range of clinical measures.
In the Phase 1 clinical trial, across all evaluated doses, IMVT-1402 demonstrated no or minimal reductions in albumin and no or minimal increases in LDL cholesterol levels, which are off-target effects observed in some anti-FcRn antibodies, including batoclimab. We are pursuing the rapid development of IMVT-1402 because of its best-in-class potential, with the 600 mg dose expected to reach approximately 80% IgG reduction. We believe IMVT-1402's profile has the potential to offer best-in-class efficacy, in addition to its potentially favorable safety profile and convenient administration with a simple self-administered auto-injector expected at launch. As previously disclosed, we will make a final decision about the further development and regulatory submissions for batoclimab in the future based on the aggregate information available at the time in consultation with our partner HanAll Biopharma Co., Ltd. ("HanAll"). Data and insights from batoclimab, including our operational trial experience, relationships with investigators and prior results, have been and continue to be leveraged to inform and potentially accelerate our development programs for IMVT-1402.
We are currently progressing a broad set of programs for IMVT-1402 and have ongoing studies in six indications, including potentially registrational trials in GD, difficult-to-treat rheumatoid arthritis ("D2T RA"), MG, CIDP and Sjögren's disease ("SjD"), and a proof-of-concept trial in cutaneous lupus erythematosus ("CLE"). Our primary focus is to execute these six indications first, with plans to assess new indications for IMVT-1402 in the future. All studies evaluating IMVT-1402 are being conducted using the intended commercial drug formulation and delivery device, the YpsoMate® autoinjector developed by Ypsomed AG, which is utilized for multiple approved products.
IMVT-1402 and batoclimab are fully human monoclonal antibodies that target FcRn. These antibodies are the result of a multi-step, multi-year research program conducted in collaboration with HanAll to design highly potent anti-FcRn antibodies that may be optimized as a simple, subcutaneous injection with dosing that has been shown to deliver better efficacy at the high dose and similar efficacy at the low dose compared to standard FcRn inhibition by competitors.
Recent Developments in Our Clinical Programs
Endocrine Diseases
IMVT-1402 Potentially Registrational Trials in GD
We initiated two potentially registrational trials (NCT06727604 and NCT07018323) evaluating IMVT-1402 in adults with GD in December 2024 and June 2025, respectively. We expect to report top-line results from these trials in 2027.
Batoclimab Phase 2 Proof-of-Concept Trial in GD
In September 2025, we announced and presented six-month off-treatment data generated from our proof-of-concept Phase 2 clinical trial (NCT05907668) of batoclimab for the treatment of uncontrolled GD at the American Thyroid Association Annual Meeting. The study included a 24-week treatment period with a dose step-down midway through the treatment period (Weeks 0-12 at 680 mg weekly ("QW") subcutaneously ("SC") and Weeks 13-24 at 340 mg QW SC), followed by a 24-week off-treatment follow-up period. The study enrolled participants with active GD as documented by presence of elevated thyrotropin receptor autoantibodies ("TRAb") and who were hyperthyroid despite current treatment with standard of care antithyroid drug ("ATD") therapy. Response was measured by the primary endpoint of the study as the proportion of participants who at Week 24 achieved normalization of free triiodothyronine ("T3") and free thyroxine ("T4"), or have T3/T4 below the lower limit of normal ("LLN"), without an increase in ATD dose from baseline.
A total of 25 subjects were enrolled in the treatment period and 21 subjects entered the 24-week off-treatment follow-up period and could be assessed for maintenance of response. At completion of the follow-up period at Week 48 (i.e., subjects off-treatment for 24 weeks), approximately 80% (17/21) of those subjects maintained T3/T4 values ≤ upper limit of normal ("ULN"), suggestive of strong durability of the response observed at Week 24 as evaluated at approximately six months off treatment at Week 48. Of these 17 subjects, approximately 50% (8/17) were ATD-free and an additional approximately 30% (5/17) were on ATD doses of 2.5 mg/day at six months off batoclimab treatment. Total IgG and TRAb levels declined through Week 24, consistent with previous observations, and while total IgG rebounded after treatment ended, pathogenic TRAb levels remained suppressed at Week 48. Safety and tolerability were observed to be consistent with prior batoclimab studies.
Batoclimab Phase 3 Clinical Program in Thyroid Eye Disease ("TED")
In the quarter ended December 31, 2022, we initiated our Phase 3 clinical program consisting of two studies evaluating batoclimab as a treatment for active moderate-to-severe TED. We anticipate sharing top-line results from both TED studies concurrently in the first half of calendar year 2026.
Neurological Diseases
IMVT-1402 Potentially Registrational Trial in MG
We initiated a potentially registrational trial (NCT07039916) evaluating IMVT-1402 in adults with MG in March 2025. This trial is a randomized, placebo-controlled, 26-week trial. We expect to report top-line results from this trial in 2027.
IMVT-1402 Potentially Registrational Trial in CIDP
We initiated a potentially registrational trial (NCT07032662) evaluating IMVT-1402 in adults with CIDP in March 2025. This trial is a randomized, placebo-controlled, 24-week trial in participants with active CIDP. We expect to report top-line results from this trial in 2028.
Rheumatology Diseases
IMVT-1402 Potentially Registrational Trial in D2T RA
We initiated a potentially registrational trial (NCT06754462) evaluating IMVT-1402 in anti-citrullinated protein autoantibody ("ACPA") positive D2T RA in December 2024. The trial is fully enrolled, and we now expect to report top-line results from this trial in the second half of calendar year 2026.
IMVT-1402 Potentially Registrational Trial in SjD
We initiated a potentially registrational trial (NCT06979531) evaluating IMVT-1402 in SjD in June 2025. We expect to report top-line results from this trial in 2028.
Dermatology Diseases
IMVT-1402 Proof-of-Concept Trial in CLE
We initiated a proof-of-concept trial (NCT6980805) evaluating IMVT-1402 in CLE in February 2025. We expect to report top-line results from this trial in the second half of calendar year 2026.
Macroeconomic Considerations
Unfavorable conditions in the economy in the U.S., Canada and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including changes in inflation and interest rates, changes in international trade policies and tariffs and geopolitical tensions, such as the Russia-Ukraine war and conflict in the Middle East, have led to economic uncertainty globally. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed.
For additional information about risks and uncertainties related to macroeconomic events that may impact our business, financial condition and results of operations, see the section titled "Risk Factors" under Part II, Item 1A in this Quarterly Report.
Our Key Agreements
License Agreement with HanAll ("HanAll Agreement")
We have commenced discussions with HanAll regarding the potential return to HanAll of certain rights for batoclimab. The HanAll Agreement gives us final control over development and regulatory decisions relating to batoclimab in our Licensed Territories and we believe we have performed our obligations under the HanAll Agreement. HanAll may disagree with our position, and we may not reach an agreement with HanAll with respect to the return of batoclimab to them. This could result in a dispute with HanAll that may result in arbitration or litigation.
For further description of our transactions under the HanAll Agreement, refer to "Note 3 - License Agreement" in our unaudited condensed consolidated financial statements in Part I, Item 1 and Part II, Item 1A - Risk Factorsof this Quarterly Report.
Related Party Transactions
For a description of our transactions under agreements with related parties, refer to "Note 5 - Related Party Transactions" in our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.
Financial Operations Overview
Revenue
We have not generated any revenue and have incurred significant operating losses since inception, and we do not expect to generate any revenue from the sale of any products unless or until we obtain regulatory approval of and commercialize IMVT-1402, batoclimab or any future product candidates. Our ability to generate revenue sufficient to achieve profitability will depend completely on the successful development and eventual commercialization of IMVT-1402 and any other product candidates.
Research and Development Expenses
We have been primarily engaged in preparing for and conducting clinical trials. Research and development expenses include therapeutic area-specific costs, as well as unallocated costs, and are net of costs reimbursable to the Company pursuant to cost-sharing arrangements with third parties.
Therapeutic area-specific costs include direct third-party costs, which include expenses incurred under agreements with contract research organizations and the cost of consultants who assist with the development of our product candidates with respect to a specific therapeutic area, investigator grants, sponsored research, and any other third-party expenses directly attributable to the development of the product candidates. Therapeutic area-specific costs also include contract manufacturing costs in connection with producing materials for use in conducting nonclinical and clinical studies to the extent they can be allocated to a specific therapeutic area.
Unallocated costs include:
•personnel-related expenses for research and development personnel, which include employee-related expenses such as salaries, benefits and other staff-related costs;
•stock-based compensation expenses for research and development personnel;
•costs allocated to us under our services agreements with Roivant Sciences Ltd. ("RSL") and Roivant Sciences GmbH ("RSG") (the "Services Agreements"); and
•other expenses, which include the cost of consultants and information technology related to our research and development but are not allocated to a specific therapeutic area.
Research and development activities will continue to be central to our business model. We expect to incur research and development expenses with respect to our IMVT-1402 development activities and we initiated potentially registrational trials for IMVT-1402 in GD, D2T RA, MG, CIDP and SjD, and a proof-of-concept trial in CLE. We expect to continue to incur research and development expenses over the next several years as we execute IMVT-1402 trials, manufacture IMVT-1402, complete our batoclimab trials and prepare to seek regulatory approval. It is not possible to determine with certainty the duration and completion costs of any clinical trial we may conduct.
The duration, costs and timing of clinical trials of IMVT-1402, any potential future batoclimab trials, and any future product candidates will depend on a variety of factors that include, but are not limited to:
•the number of trials required for approval;
•the per patient trial costs;
•the number of patients that participate in the trials;
•the number of sites included in the trials;
•the countries in which the trial is conducted;
•the length of time required to enroll eligible patients;
•the number of doses that patients receive;
•the drop-out or discontinuation rates of patients;
•the potential additional safety monitoring or other studies requested by regulatory authorities;
•the duration of patient follow-up;
•the timing and receipt of regulatory approvals;
•the potential impact of macroeconomic events, including changes in inflation, interest rates and international trade policies and tariffs and geopolitical tensions, such as the Russia-Ukraine war and the conflict in the Middle East;
•the efficacy and safety profile of the product candidate; and
•the cost of manufacturing.
In addition, the probability of success for our product candidates will depend on numerous factors, including our product's efficacy, safety, ease of use, competition, manufacturing capability and commercial viability.
General and Administrative Expenses
General and administrative expenses consist primarily of employee salaries and related benefits, stock-based compensation for general and administrative personnel, legal and accounting fees, consulting services, costs allocated under the Services Agreements and other operating costs relating to corporate matters and daily operations.
We anticipate that our general and administrative expenses will continue to support our ongoing research and development activities. These expenses will likely include patent-related costs, including legal and professional fees for filing, prosecution and maintenance of patents and patent applications claiming our product candidates and fees to outside consultants for professional services. In addition, if IMVT-1402 or any other product candidate obtains regulatory approval, we expect that we would incur significant additional expenses associated with market research activities and building commercial teams.
Results of Operations for the Three Months Ended December 31, 2025 and 2024
The following table sets forth our results of operations for the three months ended December 31, 2025 and 2024 (in thousands):
Three Months Ended December 31,
2025 2024 Change
Operating expenses:
Research and development $ 98,924 $ 94,520 $ 4,404
General and administrative 15,438 19,782 (4,344)
Total operating expenses 114,362 114,302 60
Interest income, net
(5,333) (4,590) (743)
Other expense, net
54 1,258 (1,204)
Loss before provision for income taxes
(109,083) (110,970) 1,887
Provision for income taxes
1,552 152 1,400
Net loss $ (110,635) $ (111,122) $ 487
Research and Development Expenses for the Three Months Ended December 31, 2025 and 2024
The following table summarizes the period-over-period changes in research and development expenses for the three months ended December 31, 2025 and 2024 (in thousands):
Three Months Ended December 31,
2025 2024* Change
Therapeutic area-specific costs:
Endocrine diseases
$ 19,806 $ 15,479 $ 4,327
Neurological diseases
17,688 24,978 (7,290)
Rheumatology diseases 14,129 8,180 5,949
Dermatology diseases
3,037 4,951 (1,914)
Other clinical and nonclinical
463 44 419
Total therapeutic area-specific costs
55,123 53,632 1,491
Unallocated costs:
Personnel-related expenses including stock-based compensation 32,173 29,514 2,659
Other 11,628 11,374 254
Total research and development expenses $ 98,924 $ 94,520 $ 4,404
___________
*Certain prior year amounts have been reclassified to conform to current year presentation.
For the three months ended December 31, 2025, research and development expenses increased $4.4 million as compared with the prior-year period.
For the three months ended December 31, 2025, therapeutic area-specific research and development costs, including contract manufacturing costs, increased $1.5 million as compared with the prior-year period. Research and development costs related to endocrine diseases, which include GD and TED, increased $4.3 million. This increase was primarily due to the recently initiated and ongoing potentially registrational trials of IMVT-1402 in endocrine diseases, partially offset by lower overall clinical trial costs related to our batoclimab clinical trials. Research and development costs related to neurological diseases, which include MG and CIDP, decreased $7.3 million. This decrease was primarily due to lower overall clinical trial costs related to our batoclimab Phase 3 and Phase 2b clinical trials, partially offset by the ongoing potentially registrational trials of IMVT-1402 in neurological diseases. Research and development costs related to rheumatology diseases increased $5.9 million, reflecting expenses incurred with the initiation of our potentially registrational trial of IMVT-1402 in SjD and the ongoing potentially registrational trial of IMVT-1402 in RA. Research and development costs related to dermatology diseases decreased $1.9 million, reflecting lower ongoing costs after the initiation of our proof-of-concept trial in CLE.
For the three months ended December 31, 2025, unallocated research and development costs increased $2.9 million as compared with the prior-year period. This increase primarily reflected higher personnel-related expenses of $2.7 million, driven by higher headcount hired to conduct a higher number of clinical trials.
General and Administrative Expenses for the Three Months Ended December 31, 2025 and 2024
For the three months ended December 31, 2025, general and administrative expenses decreased $4.3 million as compared with the prior-year period, primarily reflecting lower personnel-related expenses, market research costs and information technology costs.
Interest Income, net for the Three Months Ended December 31, 2025 and 2024
For the three months ended December 31, 2025, interest income increased $0.7 million as compared with the prior-year period, primarily reflecting higher average money market fund balances.
Results of Operations for the Nine Months Ended December 31, 2025 and 2024
The following table sets forth our results of operations for the nine months ended December 31, 2025 and 2024 (in thousands):
Nine Months Ended December 31,
2025 2024 Change
Operating expenses:
Research and development $ 314,373 $ 267,266 $ 47,107
General and administrative 58,975 57,061 1,914
Total operating expenses 373,348 324,327 49,021
Interest income, net
(17,274) (17,844) 570
Other (income) expense, net
(1,383) 600 (1,983)
Loss before provision for income taxes
(354,691) (307,083) (47,608)
Provision for income taxes
3,059 308 2,751
Net loss $ (357,750) $ (307,391) $ (50,359)
Research and Development Expenses for the Nine Months Ended December 31, 2025 and 2024
The following table summarizes the period-over-period changes in research and development expenses for the nine months ended December 31, 2025 and 2024 (in thousands):
Nine Months Ended December 31,
2025 2024* Change
Therapeutic area-specific costs:
Endocrine diseases
$ 64,030 $ 46,279 $ 17,751
Neurological diseases 61,712 73,071 (11,359)
Rheumatology diseases
35,949 17,225 18,724
Dermatology diseases
16,134 9,894 6,240
Other clinical and nonclinical 3,174 7,579 (4,405)
Total therapeutic area-specific costs
180,999 154,048 26,951
Unallocated costs:
Personnel-related expenses including stock-based compensation 99,314 80,353 18,961
Other 34,060 32,865 1,195
Total research and development expenses $ 314,373 $ 267,266 $ 47,107
___________
*Certain prior year amounts have been reclassified to conform to current year presentation.
For the nine months ended December 31, 2025, research and development expenses increased $47.1 million as compared with the prior-year period.
For the nine months ended December 31, 2025, therapeutic area-specific research and development costs, including contract manufacturing costs, increased $27.0 million as compared with the prior-year period. Research and development costs related to endocrine diseases, which include GD and TED, increased $17.8 million. This increase was primarily due to the recently initiated and ongoing potentially registrational trials of IMVT-1402 in endocrine diseases, partially offset by lower overall clinical trial costs related to our batoclimab clinical trials. Research and development costs related to neurological diseases, which include MG and CIDP, decreased $11.4 million, primarily due to lower overall clinical trial costs related to our batoclimab Phase 3 and Phase 2b clinical trials, partially offset by costs related to the initiation of our potentially registrational trials of IMVT-1402 in neurological diseases. Research and development costs related to rheumatology diseases increased $18.7 million, reflecting expenses incurred with the initiation of our potentially registrational trial of IMVT-1402 in SjD and the ongoing potentially registrational trial of IMVT-1402 in RA. Research and development costs related to dermatology diseases increased $6.2 million, reflecting the initiation of our proof-of-concept trial in CLE. Research and development costs related to other clinical and nonclinical activities decreased $4.4 million, primarily reflecting the transition of IMVT-1402 clinical activities targeting specific therapeutic areas.
For the nine months ended December 31, 2025, unallocated research and development costs increased $20.2 million as compared with the prior-year period. This increase primarily reflected higher personnel-related expenses of $19.0 million, driven by higher headcount hired to conduct a higher number of clinical trials.
General and Administrative Expenses for the Nine Months Ended December 31, 2025 and 2024
For the nine months ended December 31, 2025, general and administrative expenses increased $1.9 million as compared with the prior-year period, primarily reflecting higher personnel-related expenses, partially offset by lower market research costs and information technology costs.
Interest Income for the Nine Months Ended December 31, 2025 and 2024
For the nine months ended December 31, 2025, interest income decreased $0.6 million as compared with the prior-year period, primarily reflecting lower average interest rates, partially offset by higher average money market fund balances.
Liquidity and Capital Resources
Sources of Liquidity
We had cash and cash equivalents of $994.5 million and $714.0 million as of December 31, 2025 and March 31, 2025, respectively. For the three months ended December 31, 2025 and 2024, we had net losses of $110.6 million and $111.1 million, respectively, and for the nine months ended December 31, 2025 and 2024, we had net losses of $357.8 million and $307.4 million, respectively. We expect to continue to incur significant expenses at least for the next several years. We have never generated any revenue and we do not expect to generate product revenue unless and until we successfully complete development and obtain regulatory approval for IMVT-1402, batoclimab or any future product candidate.
To date, we have financed our operations primarily from equity offerings. Until such time, if ever, as we can generate substantial product revenue from sales of IMVT-1402 or any other product candidate, we expect to finance our cash needs through a combination of equity offerings, debt financings and potential collaboration, license or development agreements. Our ability to raise additional capital may be adversely impacted by worsening global economic conditions and the continuing disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide, disruptions resulting from geopolitical tensions, including the ongoing military conflict between Russia and Ukraine and in the Middle East, and changes in inflation, interest rates and international trade policies and tariffs.
We do not currently have any committed external source of funds. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
We have a sales agreement with Leerink Partners LLC ("Leerink Partners"), as sales agent, pursuant to which we may offer and sell, from time to time, shares of our common stock (the "ATM Shares"), subject to certain conditions as specified in the sales agreement. We agreed to pay Leerink Partners up to 3% of the gross proceeds from each sale of ATM Shares sold through the sales agreement. The ATM Shares would be sold at prevailing market prices at the time of the sale and, as a result, prices may vary. The ATM Shares to be sold under the sales agreement, if any, would be issued and sold pursuant to an automatic shelf registration statement on Form S-3, which we filed with the SEC on November 9, 2023, along with a prospectus supplement relating to the offer and sale of up to $150.0 million of ATM Shares pursuant to the sales agreement. We have not issued or sold any ATM Shares pursuant to the ATM offering program.
In December 2025, we completed an underwritten offering of 26,200,000 shares of our common stock (including 16,666,666 shares of common stock purchased by RSL on the same terms as other investors in the offering) at an offering price of $21.00 per share. The underwriter did not receive any underwriting discounts or commissions with respect to shares sold to RSL in the offering. The net proceeds to us were $543.6 million after deducting underwriting discounts and commissions and other offering expenses.
If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. Adequate additional funding may not be available to us on acceptable terms, or at all. If we are unable to raise capital in sufficient amounts or on terms acceptable to us, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves or potentially discontinue operations.
Cash Flows
The following table sets forth a summary of our cash flows for the nine months ended December 31, 2025 and 2024 (in thousands):
Nine Months Ended December 31,
2025 2024
Net cash used in operating activities $ (312,251) $ (265,237)
Net cash used in investing activities - (558)
Net cash provided by financing activities 592,116 3,880
Operating Activities
For the nine months ended December 31, 2025, $312.3 million of cash was used in operating activities, primarily reflecting a net loss from operations for the period of $357.8 million, partially offset by non-cash charges of $45.0 million and a net change in operating assets and liabilities of $0.5 million. The non-cash charges consisted mainly of stock-based compensation of $44.6 million, reflecting the higher headcount and incentive equity awards as compared with the prior year, as well as a one-time stock-based compensation charge related to the retirement of our former chief executive officer. The change in operating assets and liabilities reflected an increase in accrued expenses and other current liabilities of $5.7 million, primarily reflecting costs incurred for our ongoing clinical trials, and a net decrease in prepaid and other current assets and other assets of $3.3 million, primarily reflecting lower payments to CROs due to the progress of our ongoing clinical trials. These changes were partially offset by a decrease in accounts payable of $8.9 million, primarily related to payments for clinical trial costs and contract manufacturing.
For the nine months ended December 31, 2024, $265.2 million of cash was used in operating activities, primarily reflecting a net loss from operations for the period of $307.4 million, partially offset by non-cash charges of $38.2 million and a net change in operating assets and liabilities of $4.0 million. The non-cash charges consisted mainly of stock-based compensation of $37.8 million, reflecting the higher headcount and incentive equity awards as compared with the prior year. The change in operating assets and liabilities reflected an increase in accounts payable of $13.0 million, primarily related to clinical trial costs. Accrued expenses increased $7.3 million, primarily reflecting the timing of payments and services related to our ongoing clinical trials and contract manufacturing, partially offset by payments related to employee incentive compensation. In addition, accounts receivable decreased $3.1 million, reflecting the collection of amounts owed to us under research and development cost-sharing arrangements with a third party. These changes were partially offset by higher prepaid expenses and other current assets of $11.8 million, driven primarily by the timing of payments and services performed related to our ongoing and planned clinical trials, as well as an increase in other assets of $7.5 million as a result of prepaid expenses related to planned contract manufacturing activities.
Investing Activities
For the nine months ended December 31, 2024, cash used in investing activities was related to the purchase of property and equipment.
Financing Activities
For the nine months ended December 31, 2025, cash provided by financing activities primarily consisted of proceeds from our December 2025 underwritten offering of $543.6 million, after deducting underwriting discounts and commissions and other offering expenses. Cash provided by financing activities for the nine months ended December 31, 2025 and 2024 also reflected proceeds from the exercise of stock options, primarily from our former executive officers.
Material Cash Requirements
Our primary uses of capital have been, and we expect will continue to be, for advancing our clinical and nonclinical development programs. We have based our estimates on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Our net losses and operating cash flows may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials, timing of IMVT-1402 or batoclimab manufacturing, potential HanAll milestone payments and our expenditures on other research and development activities.
Because of the numerous risks and uncertainties associated with the development and commercialization of product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures necessary to complete the development of product candidates.
Our short-term and long-term material cash requirements as of December 31, 2025 primarily consisted of those related to our clinical trials and clinical development activities, which we expect to fund primarily with our existing cash balance. Our most significant cash requirements are described below:
Commitments
As of December 31, 2025, we have a remaining minimum obligation for the contract manufacturing of batoclimab drug substance of approximately $39.1 million, of which $0.3 million, $0.8 million, $10.0 million, $14.0 million and $14.0 million is expected to be paid, subject to the terms of such contract manufacturing agreement, during the remainder of the fiscal year ending March 31, 2026, and for the fiscal years ending March 31, 2027, 2028, 2029 and 2030, respectively.
HanAll Agreement
Potential future payments due under the HanAll Agreement are contingent upon future events. As of December 31, 2025, the aggregate maximum amount of milestone payments we could be required to make under the HanAll Agreement is $420.0 million (after an aggregate amount of $32.5 million paid for milestone events achieved as of December 31, 2025) upon the achievement of certain regulatory and sales milestone events. We have further commenced discussions with HanAll regarding the potential return to HanAll of certain rights for batoclimab, which could impact the aggregate amount (if any) of potential future payments under the HanAll Agreement. For additional considerations regarding associated risks, see Part I, Item 2-Key Agreementsand Part I, Item 1A-Risk Factorsof this quarterly report on Form 10-Q.
Outlook
We currently expect that our existing cash and cash equivalents as of December 31, 2025 of $994.5 million will be sufficient to fund our operating expenses and capital expenditure requirements for announced indications to date through the potential commercial launch of IMVT-1402 in GD.
Except as discussed above, we did not have any other ongoing material contractual obligations for which cash flows were fixed and determinable. We expect to enter into other commitments as the business further develops. In the normal course of business, we enter into agreements with CROs for clinical trials and with vendors for nonclinical studies, manufacturing and other services and products for operating purposes, which agreements are generally cancellable by us at any time, subject to payment of remaining obligations under binding purchase orders and, in certain cases, nominal early-termination fees. These commitments are not deemed significant. There are certain contracts wherein we have a minimum purchase commitment, however, most of it is due and payable within one year.
We anticipate that our short-term and long-term future capital requirements will increase as we:
•fund our clinical development programs;
•launch any potential clinical trials of IMVT-1402 in additional indications;
•increase manufacturing of IMVT-1402 drug substance and drug product to support clinical trials;
•achieve milestones under our agreements with third parties, including the HanAll Agreement, that will require us to make substantial payments to those parties;
•integrate acquired technologies into a comprehensive regulatory and product development strategy;
•maintain, expand and protect our intellectual property portfolio;
•hire scientific, clinical, quality control and administrative personnel;
•add operational, financial and management information systems and personnel, including personnel to support our drug development efforts;
•commence the number of clinical trials required for approval;
•seek regulatory approvals for any product candidates that successfully complete clinical trials;
•seek to identify, acquire, develop and commercialize additional product candidates;
•ultimately establish a sales, marketing and distribution infrastructure and scale up external manufacturing capabilities to commercialize any drug candidates for which we may obtain regulatory approval; and
•incur insurance, legal and other regulatory compliance expenses to operate as a public company.
Our primary use of cash is to fund our clinical trials, clinical development and manufacturing activities. Our current funds will not be sufficient to enable us to complete all necessary development and, if approved, commercially launch IMVT-1402 or batoclimab. We anticipate that we will continue to incur net losses for the foreseeable future.
Critical Accounting Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the balance sheet, and the reported amounts of expenses during the reporting period. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We define our critical accounting estimates as those under U.S. GAAP that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles. During the three and nine months ended December 31, 2025, there were no material changes to our critical accounting estimates from those disclosed in the audited consolidated financial statements for the year ended March 31, 2025 included in our Annual Report.
Recent Accounting Pronouncements
For information with respect to recently issued accounting standards and the impact of these standards on our unaudited condensed consolidated financial statements, refer to "Note 2 - Summary of Significant Accounting Policies" in our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.
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