Bermuda	001-40782	98-1173944
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, $0.0000000341740141 per share		ROIV		The Nasdaq Global Select Market

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. ☐

¹ Addresses of wholly-owned subsidiaries of the Registrant.

 

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Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Roivant Sciences Ltd. (the “Company” or “Roivant”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2026 (the “Original 8-K”). The Original 8-K disclosed the entry into a Settlement Agreement (the “Settlement Agreement”), dated March 3, 2026, by and among Genevant Sciences GmbH (“Genevant”), a subsidiary of Roivant, Arbutus Biopharma Corp. (“Arbutus” and, together with Genevant, “Genevant/Arbutus”), and, solely for certain purposes, Genevant Sciences Ltd. (“GSL”), and Moderna, Inc. and ModernaTx, Inc. (together, “Moderna”).

The sole purpose of this Amendment is to file the Settlement Agreement as Exhibit 10.1 hereto in accordance with the disclosure in Item 1.01 of the Original 8-K, which indicated that a copy of the Settlement Agreement would be filed as an exhibit to a subsequent filing with the SEC.

Except as set forth herein, no other changes have been made to the Original 8-K, and this Amendment does not modify or update any other disclosures set forth in the Original 8-K. This Amendment should be read in conjunction with the Original 8-K.

The disclosure set forth in Item 1.01 of the Original 8-K is hereby incorporated by reference. As described in the Original 8-K, on March 3, 2026, Genevant, Arbutus and, solely for certain purposes, GSL, entered into a Settlement Agreement with Moderna to resolve all patent infringement litigation between Genevant/Arbutus and Moderna pending in the U.S. and internationally relating to Moderna's use of Genevant/Arbutus’ lipid nanoparticle delivery technology in its vaccines.

The foregoing description of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Amendment and is incorporated herein by reference.

(d) Exhibits.

* Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because those portions are both not material and are the type that the Company treats as private or confidential.

^ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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