Biohaven Announces Proposed Public Offering of Common Shares

Rhea-AI Summary

Biohaven (NYSE: BHVN) announced on November 11, 2025 that it has commenced an underwritten public offering of $150 million of common shares, with a 30-day underwriter option to purchase up to an additional $22.5 million of shares at the public offering price, less underwriting discounts and commissions.

The offering is subject to market and other conditions and may not be completed. All shares will be sold by Biohaven and will be issued under an effective Form S-3 shelf registration. Net proceeds are intended for general corporate purposes. J.P. Morgan and Goldman Sachs are book-running managers.

Positive

• Proposed raise of $150 million in common equity
• Overallotment option adds up to $22.5 million
• Underwriters include J.P. Morgan and Goldman Sachs

Negative

• Potential dilution to existing shareholders from the share sale
• Completion uncertain; offering subject to market and other conditions

Insights

Corporate Finance Analyst

Biohaven commenced a $150M common share offering with a 30-day option for an extra $22.5M; proceeds for general corporate purposes.

Biohaven is selling common shares in an underwritten public offering sized at $150,000,000 with an underwriter option for an additional $22,500,000. The shares will be issued under an effective shelf registration on Form S-3 and the deal is being led by J.P. Morgan and Goldman Sachs & Co. LLC. The company states it intends to use net proceeds for general corporate purposes.

Completion depends on market and other conditions the company explicitly cites. The offering size, the fact all shares are primary (sold by Biohaven), and the stated use of proceeds are concrete facts that create dilution risk for existing holders and provide immediate liquidity for the company. There is no disclosure of specific uses or timing for proceeds beyond the general statement, so near-term cash needs and potential offsetting benefits (e.g., funding programs, M&A, or debt repayment) are not specified.

Key items to watch in the short term: the final deal size and pricing, exercise of the 30-day option, and the prospectus supplement when filed for any stated uses or restrictions; monitor filings and the prospectus supplement over the next few weeks from Nov 11, 2025 for execution details and net proceeds allocation.

NEW HAVEN, Conn., Nov. 11, 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 that it has commenced an underwritten public offering of $150 million of its common shares. All of the common shares to be sold in the offering will be offered by Biohaven. In addition, Biohaven expects to grant the underwriters a 30-day option to purchase up to an additional $22.5 million of common shares at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering. Biohaven intends to use the net proceeds received from the offering for general corporate purposes.

J.P. Morgan and Goldman Sachs & Co. LLC are acting as the book-running managers of the offering.

The offering is being made only by means of a prospectus supplement and the accompanying prospectus, copies of which, when available, may be obtained from the offices of J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com or 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.

The shares will be issued pursuant to an effective shelf registration statement on Form S-3. Before investing in the offering, interested parties should read the prospectus and related prospectus supplement for this offering, the documents incorporated by reference therein and the other documents Biohaven has filed with the Securities and Exchange Commission. 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 timing, size and completion of the proposed public offering as well as the expected use of proceeds related thereto 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 ability to complete the offering of its common shares on the proposed terms, or at all, changes in market conditions, and 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 news 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

What amount is Biohaven (BHVN) offering in the November 11, 2025 public offering?

Biohaven announced a proposed underwritten public offering of $150 million of common shares, with a $22.5 million overallotment option.

Will Biohaven (BHVN) use proceeds from the November 11, 2025 offering for a specific project?

Biohaven intends to use net proceeds from the offering for general corporate purposes.

Who are the book-running managers for Biohaven's (BHVN) November 11, 2025 offering?

J.P. Morgan and Goldman Sachs are acting as the book-running managers for the offering.

Does Biohaven (BHVN) guarantee the November 11, 2025 offering will close?

No; the offering is subject to market and other conditions and may not be completed.

How can investors obtain the prospectus for Biohaven's (BHVN) November 11, 2025 offering?

The offering will be made by prospectus supplement and accompanying prospectus; copies will be available from the underwriters as listed in the offering notice.