UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~February 5, 2021~~

Date of Report (Date of earliest event reported): February 11, 2021

Urovant Sciences Ltd.

(Exact name of Registrant as Specified in Its Charter)


Bermuda	001-38667	98-1463899
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 1, 3^rd Floor 11-12 St. James’s Square London SW1Y 4LB United Kingdom		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

+44 (0) 207 400 3347

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, $0.000037453 par value

UROV

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 17.01. ~~Entry~~ ~~into~~Regulation aFD ~~Material Definitive Agreement.~~ Disclosure

On February 5 11, 2021, ~~in connection with~~ Urovant Sciences Ltd.’s (the “Company”) ~~previously~~issued ~~disclosed~~a ~~debt~~press ~~financing~~release ~~agreement~~announcing ~~with~~that ~~Sumitomo~~the ~~Dainippon~~Data ~~Pharma~~Safety ~~Co.,~~Monitoring ~~Ltd.~~ Board (“~~Sumitomo~~DSMB”), ashas ~~lender,~~recommended ~~dated~~the ~~December~~continuation ~~27,~~of ~~2019~~the ~~(“Sumitomo~~Phase ~~Loan~~2a ~~Agreement”)~~study of URO-902, ~~Sumitomo~~the ~~agreed~~Company’s tonovel ~~amend~~gene ~~the~~therapy ~~Sumitomo~~product ~~Loan~~candidate, ~~Agreement~~in topatients ~~increase~~with ~~the~~overactive ~~maximum~~bladder ~~principal~~and ~~amount~~urge ofurinary incontinence. Following the ~~unsecured~~recommendation ~~revolving~~of ~~debt~~the ~~financing~~DSMB, ~~facility~~the ~~from~~Company ~~$300~~is ~~million~~proceeding towith ~~$425~~opening ~~million. The~~cohort ~~proceeds~~2 of the ~~loan~~Phase ~~will~~2a bestudy ~~used~~with ~~solely~~a ~~for~~dose ~~working~~of ~~capital~~48 mg or ~~other~~placebo. ~~general~~A ~~corporate~~copy ~~purposes~~of ~~incurred~~the ~~during~~press ~~any~~release ~~calendar~~is ~~quarter~~furnished inas ~~accordance~~Exhibit ~~with~~99.1 ~~our~~to ~~annual~~this ~~budget~~Current Report on Form 8-K and is incorporated herein by reference.

AsThe ~~previously~~information ~~disclosed,~~being ~~the~~furnished ~~Sumitomo~~in ~~Loan~~this ~~Agreement~~Item ~~originally~~7.01 ~~provided~~of ~~for~~Form a8-K, ~~$300~~including ~~million~~Exhibit ~~unsecured~~99.1, ~~revolving~~shall ~~debt~~not ~~financing~~be ~~facility,~~deemed ~~approximately~~to ~~$268~~be ~~million~~“filed” offor ~~which~~the ispurposes ~~currently~~of ~~outstanding. Additional~~Section 18 ~~funds~~of ~~may~~the beSecurities ~~drawn~~Exchange ~~down~~Act byof us1934, noas ~~more~~amended ~~than~~(the ~~once~~“Exchange ~~any calendar quarter~~Act”), or otherwise subject to ~~certain~~the ~~terms~~liabilities ~~and~~of ~~conditions.~~that ~~Interest~~Section, onnor ~~the~~shall ~~outstanding~~it ~~loans~~be isincorporated ~~payable~~by ~~quarterly,~~reference ~~and~~into ~~the~~a ~~principal~~filing isunder ~~due~~the ~~and~~Securities ~~payable~~Act inof ~~full~~1933 onor the ~~five-year~~Exchange ~~anniversary~~Act, ofexcept ~~the~~as ~~closing~~expressly ~~date~~set offorth ~~the~~by ~~Sumitomo~~specific ~~Loan~~reference ~~Agreement~~in such a filing.

~~Form~~Item ~~8-K filed on December 30, 2019 is incorporated herein by reference~~9.01. ~~The~~Financial ~~description~~Statements ~~of the Sumitomo Loan Agreement contained herein does not purport to be complete,~~ and ~~is qualified in its entirety by reference to the complete text of the Sumitomo Loan Agreement filed as Exhibit 10~~Exhibits.~~1 to the Company’s Current Report on Form 8-K filed on December 30, 2019.~~

~~Item~~(d) 2Exhibits.~~03.~~ ~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.


Exhibit		Description

99.1		Press Release, dated February 11, 2021

~~Item~~SIGNATURE ~~9.01. Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit	Description
		UROVANT SCIENCES LTD.
10.1	First Amendment to Loan Agreement, dated February 5, 2021, by and between Sumitomo Dainippon Pharma Co., Ltd. and Urovant Sciences Ltd.
Dated: February 11, 2021
		By:	/s/ Christine G. Ocampo
			Christine G. Ocampo
			Principal Accounting Officer

SIGNATURE

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.

	Urovant Sciences Ltd.
Dated: February 9, 2021
	By:	/s/ Christine G. Ocampo
		Christine G. Ocampo
		Principal Accounting Officer

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