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 12, 2021~~

Date of Report (Date of earliest event reported): March 23, 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 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

On ~~February 12~~March 23, 2021, Urovant Sciences Ltd., or(the “Company”) held a special general meeting of the Company’s shareholders virtually via live audiocast on the Internet (the “Special Meeting”). At the Special Meeting, ~~issued~~the Company’s shareholders considered and voted upon a ~~press~~proposal ~~release~~to ~~announcing~~approve ~~its~~and ~~financial~~adopt ~~results~~an ~~for~~Agreement and Plan of Merger, dated as of November 12, 2020 (as it may be amended from time to time, the ~~third~~“Merger ~~fiscal~~Agreement”) ~~quarter~~and ~~ended~~a ~~December~~related 31statutory merger agreement (the “Statutory Merger Agreement”) by and among the Company, ~~2020~~Sumitovant Biopharma Ltd., ~~The~~a ~~press~~Bermuda exempted ~~release~~company islimited ~~attached~~by asshares ~~Exhibit~~(“Sumitovant”), 99Titan Ltd.1, a Bermuda exempted company limited by shares and isa ~~incorporated~~wholly ~~herein~~owned subsidiary of Sumitovant (“Merger Sub”), and, solely with respect to Section 9.13 of the Merger Agreement, Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan, and the transactions contemplated by ~~reference~~the Merger Agreement and the Statutory Merger Agreement, including a merger pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Sumitovant (the “Merger Proposal”).

The ~~information~~obligations ~~contained~~of inthe ~~this~~parties ~~Item~~to ~~2.02~~the ~~and~~Merger inAgreement ~~the~~to ~~accompanying~~consummate ~~Exhibit~~the ~~99.1~~Merger is ~~furnished~~subject ~~and~~to ~~shall~~various ~~not~~conditions beset ~~deemed~~forth ~~"filed"~~in ~~for~~the ~~purposes~~Merger ofAgreement, ~~Section~~including conditions 18that (i) holders of ~~the~~at ~~Securities~~least ~~Exchange~~66 ~~Act~~2/3% of ~~1934,~~the asissued ~~amended,~~and oroutstanding ~~subject~~common toshares of the ~~liabilities~~Company, ofpar ~~that~~value ~~Section~~$0.000037453 orper ~~Sections~~share 11(the ~~and~~“common ~~12(a~~shares”)~~(2)~~, ofentitled to vote on the ~~Securities~~Merger ~~Act~~Proposal ofand ~~1933,~~voting asat ~~amended.~~the Special ~~The~~Meeting ~~information~~vote in ~~this~~favor ~~Current~~of ~~Report~~the ~~shall~~Merger ~~not~~Proposal be(the ~~incorporated~~“General byShareholder ~~reference~~Approval”), inand ~~any~~(ii) holders ~~filing~~of ~~with~~at ~~the~~least ~~U.S.~~a ~~Securities~~majority ~~and~~of ~~Exchange~~the ~~Commission~~outstanding ~~made~~common shares held by shareholders of the Company, ~~whether~~other ~~made~~than ~~before~~Sumitovant orand its ~~after~~affiliates (such shareholders, the ~~date~~“Public ~~hereof,~~Shareholders”) ~~regardless~~vote in favor of ~~any~~the ~~general~~approval ~~incorporation~~of ~~language~~the inMerger ~~such~~Proposal ~~filing~~(the “Public Shareholder Approval”).

~~Item~~As 9of the close of business on January 26, 2021, the record date for the Special Meeting, there were a total of 32,738,709 common shares outstanding and entitled to vote at the Special Meeting.~~01.~~ ~~Financial~~At ~~Statements~~the Special Meeting, 29,385,871 common shares were present or represented by proxy and, ~~Exhibits~~therefore, a quorum was present.

~~(d)~~The ~~Exhibits~~Merger Proposal was approved and adopted by the affirmative vote of approximately 89.63% of the common shares issued and outstanding as of the close of business on January 26, 2021, the record date for the Special Meeting. The final voting results for the Special Meeting are set forth below.

Exhibit		Description
99.1		Press Release, dated February 12, 2021.

Voting results for all common shares entitled to vote on the Merger Proposal and voted at the Special Meeting:

SIGNATURE


For	Against	Abstain
29,344,795	37,546	3,530

~~Pursuant~~Voting toResults ~~the~~for ~~requirements~~all ofcommon ~~the~~shares ~~Securities~~held ~~Exchange~~by ~~Act~~Public ofShareholders ~~1934,~~entitled ~~the Registrant has duly caused this report~~ to bevote ~~signed~~ on ~~its~~the ~~behalf~~Merger byProposal ~~the~~and ~~undersigned~~voted ~~hereunto~~at ~~duly~~the Special ~~authorized.~~Meeting:

	Urovant Sciences Ltd.
For	Against	Abstain
Dated: February 12, 2021
6,381,532	37,546	3,530
	By:	/s/ Christine G. Ocampo
		Christine G. Ocampo
		Principal Accounting Officer

Because there were sufficient votes at the Special Meeting to approve the Merger Proposal, the Company did not present for a vote of the Company’s shareholders at the Special Meeting the separate proposal set forth in the Company’s definitive proxy statement for the Special Meeting to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

Item 8.01. Other Events

Based on the voting results for the Special Meeting, each of the General Shareholder Approval and the Public Shareholder Approval has been obtained. Subject to the satisfaction or waiver of the remaining conditions in the Merger Agreement, the Merger is currently expected to close in the first quarter of 2021.

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: March 24, 2021

/s/ Christine G. Ocampo

Christine G. Ocampo

Principal Accounting Officer

Filing Compare · Urovant Sciences Ltd.