Biohaven Announces Closing of Upsized Public Offering and Full Exercise of the Underwriters' Option to Purchase Additional Shares, Generating Gross Proceeds of Approximately $200M

Rhea-AI Summary

Biohaven (NYSE: BHVN) closed an upsized underwritten public offering on Nov 13, 2025 of 26,833,334 common shares at $7.50 per share, which included the full exercise of the underwriters' option to purchase 3,500,000 additional shares. The offering was upsized from a previously announced $150 million to $175 million and generated approximately $200 million in gross proceeds before fees and expenses.

Biohaven intends to use net proceeds for general corporate purposes. The shares were issued under an effective Form S-3 shelf registration; J.P. Morgan, Goldman Sachs, Leerink Partners, TD Cowen and Cantor acted as book-runners.

Positive

• Gross proceeds of approximately $200M
• Offering fully subscribed including 3.5M option shares

Negative

• 26,833,334 new shares issued, representing immediate shareholder dilution
• Net proceeds unspecified after underwriting discounts and offering expenses

Insights

Capital Markets Analyst

Biohaven completed an upsized equity offering, raising approximately $200 million on Nov 13, 2025.

What happened: The company sold 26,833,334 common shares at $7.50 per share, including the full exercise of the underwriters' 3,500,000 share option, generating gross proceeds of about $200 million.

The transaction increases cash reserves and reduces immediate financing pressure while diluting existing shareholders; proceeds are earmarked for general corporate purposes, so near-term use is unspecified. Key dependencies include the net proceeds after underwriting discounts and how management prioritizes spending.

Watch the reported net proceeds and any disclosures on use of funds in upcoming filings, plus share-count changes and dilution metrics in the next public filing; expected near-term horizon for clarity is within the next regular SEC filings and any accompanying Form 8-K or prospectus supplements on or shortly after Nov 13, 2025.

NEW HAVEN, Conn., Nov. 13, 2025 /PRNewswire/ -- Biohaven Ltd. (NYSE: BHVN), a global clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of life-changing therapies to treat a broad range of rare and common diseases, today announced the closing of its underwritten public offering of 26,833,334 of its common shares, which includes the full exercise of the underwriters' option to purchase 3,500,000 additional common shares, at a public offering prices of $7.50 per share. The offering was upsized to $175 million from the previously announced offering size of $150 million of common shares. The gross proceeds from the offering were approximately $200 million, including proceeds from the full exercise of the underwriters' option to purchase additional shares, before deducting underwriting discounts and commissions and offering expenses payable by Biohaven. Biohaven intends to use the net proceeds received from the offering for general corporate purposes.

J.P. Morgan, Goldman Sachs & Co. LLC, Leerink Partners, TD Cowen and Cantor are acting as book-running managers of the offering.

The offering was made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained from the offices of the following: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; Goldman Sachs & Co. LLC, c/o Prospectus Department, 200 West Street, New York, NY 10282, via telephone: (866) 471-2526, via fax: 212 902-9316, or via email: prospectus-ny@ny.email.gs.com; Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022 or by email at prospectus@cantor.com.

The shares were issued pursuant to an effective shelf registration statement on Form S-3. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.

Forward-looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of certain words, including "continue", "plan", "will", "believe", "may", "expect", "anticipate" and similar expressions, is intended to identify forward-looking statements. Investors are cautioned that any forward-looking statements, including statements regarding the expected use of proceeds therefrom are not guarantees of future performance or results and involve substantial risks and uncertainties. Actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors including: Biohaven's expectations related to the use of proceeds from the offering of its common shares. Additional important factors to be considered in connection with forward-looking statements are described in Biohaven's filings with the Securities and Exchange Commission, including within the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". The forward-looking statements are made as of the date of this new release, and Biohaven does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

Jennifer Porcelli
Vice-President, Investor Relations
jennifer.porcelli@biohavenpharma.com
201-248-0741

Media Contact:

Mike Beyer
Sam Brown Inc.
mikebeyer@sambrown.com
312-961-2502

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SOURCE Biohaven Ltd.

FAQ

How many shares did Biohaven (BHVN) sell in the Nov 13, 2025 offering?

Biohaven sold 26,833,334 common shares, including a full 3,500,000 share underwriter option.

At what price per share did Biohaven (BHVN) complete the offering on Nov 13, 2025?

The offering price was $7.50 per share.

How much gross capital did Biohaven (BHVN) raise from the upsized offering?

Biohaven generated approximately $200 million in gross proceeds before fees and expenses.

What will Biohaven (BHVN) use the proceeds from the Nov 13, 2025 offering for?

Biohaven intends to use net proceeds for general corporate purposes.

Who were the book-running managers for Biohaven's Nov 13, 2025 offering (BHVN)?

J.P. Morgan, Goldman Sachs & Co. LLC, Leerink Partners, TD Cowen and Cantor served as book-running managers.

Was Biohaven's (BHVN) offering made under a registered shelf filing?

Yes; the shares were issued pursuant to an effective shelf registration statement on Form S-3.