TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 19, 2020 Registration No. 333-231764 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MYOVANT SCIENCES LTD. (Exact name of registrant as specified in its charter) Bermuda 98-1343578 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Suite 1, 3rd Floor 11-12 St. James’s Square London SW1Y 4LB United Kingdom 44 (207) 400-3351 (Address, including zip code, and telephone number, including area code of registrant’s principal executive offices) Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808-1674 (800) 927-9800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Kenneth Guernsey Matthew Lang Frank Karbe Brett White General Counsel and Corporate Principal Financial and Accounting Officer Cooley LLP Secretary Myovant Sciences Ltd. 3175 Hanover Street Myovant Sciences Ltd. c/o Myovant Sciences, Inc. Palo Alto, CA 94304 c/o Myovant Sciences, Inc. 2000 Sierra Point Parkway, 9th Floor (650) 843-5000 2000 Sierra Point Parkway, 9th Brisbane, CA 94005 Floor (650) 238-0250 Brisbane, CA 94005 (650) 238-0250 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered per Unit Offering Price Registration Fee Primary Offering: Common Shares, par value $0.000017727 per share (2) (3) (3) — Preference Shares, par value $0.000017727 per share (2) (3) (3) — Debt Securities (2) (3) (3) — Warrants (2) (3) (3) — Total Primary Offering (2) $300,000,000 $ 38,940(1) Secondary Offering: Common Shares, par value $0.000017727 per share, issuable upon the exercise of warrant(4) 23,910 $12.77(5) $ 305,331(5) $ 39.64 Total $300,305,331 $38,979.64(6) TABLE OF CONTENTS (1) Calculated pursuant to Rule 457(o) under the Securities Act. (2) There are being registered hereunder such indeterminate number of common shares and preference shares, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common shares, preference shares or debt securities as shall have an aggregate initial offering price not to exceed $300,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of common shares and preference shares and amount of debt securities as may be issued upon conversion of or exchange for preference shares or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of common shares and preference shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (3) The proposed maximum aggregate offering price per unit and class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. (4) Consists of common shares issuable upon exercise of a warrant. Pursuant to Rule 416(a) under the Securities Act, the number of common shares being registered on behalf of the selling shareholder shall be adjusted to include any additional common shares that may become issuable as a result of any distribution, split, combination or similar transaction. (5) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on an average of the high and low reported sales prices of the registrant’s common shares as reported on the New York Stock Exchange on May 11, 2020. (6) Previously paid. TABLE OF CONTENTS PROSPECTUS $300,000,000 Common Shares Preference Shares Debt Securities Warrants and 23,910 Common Shares Offered by the Selling Shareholder From time to time, we may offer up to $300,000,000 of any combination of the securities described in this prospectus in one or more offerings, either individually or in combination with other securities. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. In addition, the selling shareholder named in this prospectus may from time to time offer up to 23,910 of our common shares on the terms described in this prospectus or in an applicable prospectus supplement. We will not receive any proceeds from any sale of these common shares by the selling shareholder. This prospectus provides a general description of the securities we may offer. Each time we offer securities pursuant to this prospectus, we will provide the specific terms of the securities offered in a supplement to this prospectus. The selling shareholder named in this prospectus may sell the common shares beneficially held by that selling shareholder specified under the caption “Selling Shareholder” in this prospectus without a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered. We will not receive any proceeds from the sales of our common shares by the selling shareholder. See “Selling Shareholder” for a more detailed discussion about the selling shareholder. Our common shares are listed on the New York Stock Exchange, or the NYSE, under the symbol “MYOV”. On May 18, 2020, the last reported sales price of our common shares was $12.26 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NYSE or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus and in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus. Except for sales by the selling shareholder named in this prospectus with respect to the shares beneficially held by that selling shareholder specified under the caption “Selling Shareholder,” this prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus supplement. The securities may be sold directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis.