Biohaven SEC Filings

Biohaven Ltd. (BHVN) prospectus supplement describes registered resale of 3,588,688 common shares issued to a selling shareholder under the May 1, 2024 Amendment to the Membership Interest Purchase Agreement (the "Knopp Amendment"). The Knopp Amendment replaces a scaled high-single-digit/low-teens royalty with a flat mid-single-digit royalty for BHV-7000 and pipeline programs, removes up to $562.5 million in commercial sales-based milestones and reduces development/regulatory milestones from up to $575 million to up to $210 million for BHV-7000 (with $25 million already paid) plus up to $60 million for other Kv7 programs in the U.S.; Biohaven may pay these contingent milestones in cash or common shares.

The filing summarizes corporate charter terms under BVI law, authorized share limits (200,000,000 common; 10,000,000 preferred), and reports 105,790,997 common shares issued and outstanding as of August 14, 2025. It also discloses governance provisions that may allow the Board to issue preferred shares without shareholder approval and other anti-takeover features.

Janus Henderson Group plc reports beneficial ownership of 5,053,528 shares of Biohaven Ltd. common stock, representing approximately 4.9% of the class. The position is disclosed as shared voting and shared dispositive power held through Janus Henderson subsidiaries that act as registered investment advisers to managed portfolios.

The filing states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Biohaven, and it includes a power of attorney delegating authority to named compliance officers to execute required ownership filings.

Biohaven Ltd. reported a continued operating loss and a material financing transaction that altered its balance sheet. Total assets were $550.4 million versus $615.1 million at year-end, with $165.8 million in cash and cash equivalents and $239.2 million in marketable securities. The company recorded a net loss of $198.1 million for the quarter and $419.8 million for the six months, with basic and diluted loss per share of $1.94 and $4.11, respectively.

Biohaven completed a $250.0 million secured notes financing under a Note Purchase Agreement and elected fair-value accounting for those notes, which increased non-current notes payable to $257.1 million and raised total liabilities to $415.8 million. Research and development expense declined versus the prior-year periods, reducing operating expense and operating loss, but operating cash use remained substantial at $333.1 million for the six months. The company also reported significant contingent milestone and commercial payment obligations under license and acquisition agreements totaling up to $3.185 billion, which are not recognized as liabilities because the triggering events were not considered probable.

Biohaven Ltd. furnished a Current Report on Form 8-K to announce a press release reporting its financial results for the second quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 and the cover page of the report is provided in Inline XBRL as Exhibit 104.

The filing states the information in Item 2.02 and Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, and is not incorporated by reference in other filings except by specific reference. The registrant is organized in the British Virgin Islands, its common shares trade under BHVN on the New York Stock Exchange, and the report is signed by Chief Financial Officer Matthew Buten.