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CUSIP: G9381B 108
Page 5 of
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This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on Schedule
13D filed by Sumitovant Biopharma Ltd. (formerly known as Vant Alliance Ltd.), a Bermuda exempted company limited by shares (Sumitovant) on January 3, 2020, as amended by Amendment No.1 on November 12, 2020, filed jointly by
Sumitovant, Sumitomo Chemical Co., Ltd., a Japanese corporation (Sumitomo Chemical) and Sumitomo Dainippon Pharma Co., Ltd., a Japanese corporation (Sumitomo Dainippon, and together with Sumitovant and Sumitomo Chemical, the
Reporting Persons). The Schedule 13D, as so amended (the Schedule 13D), relates to the Common Shares, par value $0.000037453 per share (Common Shares), issued by Urovant Sciences Ltd., a Bermuda exempted company
(the Issuer). Unless otherwise indicated, each capitalized term used but not defined herein has the meaning assigned to such term in the Schedule 13D.
This Amendment No. 2 is being filed jointly by the Reporting Persons.
Item 4.
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Purpose of Transaction
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On March 23, 2021, the Issuer held its special meeting of shareholders (Special Meeting) to consider and act upon a proposal
(the Merger Proposal) to approve and adopt an agreement and plan of merger, dated November 12, 2020 (the Merger Agreement), and a related statutory merger agreement, by and among the Issuer, Sumitovant, and Titan Ltd., a
Bermuda exempted company limited by shares and a wholly owned subsidiary of Sumitovant (Titan), and the transactions contemplated thereby, including the merger (the Merger). At the Special Meeting, the Merger Proposal
was approved by the affirmative vote of approximately 89.63% of the outstanding Common Shares.
On March 29, 2021, the Issuer
consummated the Merger, pursuant to which Titan was merged with and into the Issuer, with the Issuer continuing as the surviving entity. At the effective time of the Merger (the Effective Time), each Common Share issued and
outstanding immediately prior to the Effective Time (other than Common Shares held by (i) holders who are entitled to and properly demand appraisal of their Common Shares pursuant to the Companies Act of 1981 of Bermuda, as amended,
(ii) Sumitovant, or (iii) the Issuer (or its wholly-owned subsidiaries)) was canceled and converted into the right to receive $16.25 in cash, without interest. Immediately following the Effective Time, Sumitovant beneficially owned
100% of the outstanding common shares of the surviving company in the Merger.
In connection with the Merger, the number of the
Issuers shareholders was reduced to below 300, and the Issuer ceased to be a publicly traded company on the Nasdaq Stock Market LLC (Nasdaq). As a result, the Issuer became eligible for termination of registration under
Section 12 of the Exchange Act. The Issuer has requested that Nasdaq file with the Securities and Exchange Commission (the SEC) a notification on Form 25 to report the delisting of the Common Shares from the Nasdaq and to
deregister the Common Shares under Section 12(b) of the Exchange Act, effective March 29, 2021. The Issuer also intends to file with the SEC a Form 15 requesting that the Issuers reporting obligations under Section 13 and
15(d) of the Exchange Act be terminated or suspended.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 is hereby supplemented by the addition of the following:
The information set forth in or incorporated by reference in Item 4 of this Amendment No. 2 is incorporated herein by reference in its
entirety.