Myovant Sciences Ltd. (NYSE:MYOV) Files An 8-K Unregistered Sales of Equity Securities

Myovant Sciences Ltd. (NYSE:MYOV) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sale of Equity Securities

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See Item 3.02 of the Current Report on Form 8-K filed by Myovant Sciences Ltd. (the “Company”) on April3, 2018, which is incorporated by reference herein, regarding that certain share purchase agreement (the “Purchase Agreement”), dated April2, 2018, with Roivant Sciences Ltd. (the “Purchaser”), to which the Company issued and sold to Purchaser 1,110,015 of its common shares at a purchase price of $20.27 per common share in a private placement (the “Private Placement”). The Private Placement closed on April4, 2018.

The Private Placementwas exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to the exemption for transactions by an issuer not involving any public offering under Section4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchaser represented that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act, and acquired the Company’s common shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company’s common shares were offered without any general solicitation by the Company or its representatives.

The Company’s common shares issued and sold in the Private Placement will not be registered under the Securities Act or any state securities laws and may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the Company’s common shares under the Securities Act or an applicable exemption from the registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

About Myovant Sciences Ltd. (NYSE:MYOV)

Myovant Sciences Ltd. is a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for women’s health diseases and other endocrine-related disorders. Its main product candidate is Relugolix. Relugolix is an oral, once-daily, small molecule that acts as a gonadotropin-releasing hormone (GnRH) receptor antagonist that binds to and inhibits receptors in the anterior pituitary gland. Inhibition of GnRH receptors decreases the release of the gonadotropins, luteinizing hormone, or LH, and follicle-stimulating hormone, or FSH, thereby decreasing the down-stream production of estrogen and progesterone by the ovaries in women and testosterone by the testes in men. It is advancing relugolix for the treatment of heavy menstrual bleeding associated with uterine fibroids, endometriosis-associated pain and prostate cancer. It intends to develop its second product candidate, RVT-602, for the treatment of female infertility as part of assisted reproduction.

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