Biohaven (NYSE: BHVN) sells 12.5M shares to Janus Henderson for $125M

Rhea-AI Filing Summary

Biohaven Ltd. agreed to issue and sell 12,500,000 common shares to Janus Henderson Investors at a purchase price of $10.00 per share. The company expects to receive approximately $125 million in gross proceeds upon settlement, before fees and other expenses. These new shares are being issued as a block transaction under Biohaven’s existing “at-the-market” offering program, which is registered on Form S-3 and described in a prospectus dated October 2, 2023 and a prospectus supplement dated August 16, 2024.

Positive

• Secures $125 million in gross primary equity proceeds via a 12,500,000-share block sale at $10.00 per share to Janus Henderson Investors, providing significant additional capital to the company.

Negative

• None.

Insights

Equity capital markets analyst

Biohaven locks in a $125M primary equity raise with a single institutional buyer.

Biohaven Ltd. plans to issue 12,500,000 new common shares to Janus Henderson Investors at $10.00 per share, bringing in gross proceeds of $125 million. The shares are being sold as a block transaction under the company’s existing at-the-market equity program, using its effective Form S-3 shelf and related prospectus materials.

This transaction provides a substantial cash inflow directly to the company, which can strengthen its balance sheet or support operations and pipeline activities, depending on internal priorities. Because the issuance is primary, existing shareholders will experience dilution, although the filing does not quantify this relative to current shares outstanding. The involvement of a named institutional investor and the use of an established program indicate a structured capital-raising approach within previously disclosed parameters.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026

Biohaven Ltd.

(Exact name of registrant as specified in its charter)

British Virgin Islands			001-41477			Not applicable
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

c/o Biohaven Pharmaceuticals, Inc.

215 Church Street

New Haven, Connecticut 06510

(Address of principal executive offices, including zip code)

(203) 404-0410

(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:

☐ 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			Name of each exchange on which registered
Common Shares, no par value			BHVN			New York Stock Exchange

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 8.01 Other Events.

On January 6, 2026, Biohaven Ltd. (the “Company”) agreed to issue and sell 12,500,000 common shares to Janus Henderson Investors at a purchase price of $10.00 per share. The Company expects to receive $125 million in gross proceeds upon settlement, before deducting fees and other expenses payable by it.

The common shares are being issued as a block transaction under the Company’s “at-the-market” offering program, which has been registered under the Securities Act of 1933 pursuant to a registration statement on Form S-3 (File No. 333-274822) filed with the Securities and Exchange Commission on October 2, 2023. The terms of the Company’s “at-the-market” offering program are described in the prospectus supplement, dated August 16, 2024, which supplements the accompanying prospectus, dated October 2, 2023. Copies of the registration statement, prospectus supplement and accompanying prospectus can be accessed through the Securities and Exchange Commission's website at www.sec.gov.

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SIGNATURES

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.

Date: January 6, 2026

Biohaven Ltd.
By:			/s/ Matthew Buten
			Matthew Buten
			Chief Financial Officer

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FAQ

What equity transaction did Biohaven Ltd. (BHVN) announce?

Biohaven Ltd. agreed to issue and sell 12,500,000 common shares to Janus Henderson Investors in a block transaction under its at-the-market offering program.

How much money will Biohaven Ltd. (BHVN) receive from the new share sale?

Biohaven expects to receive $125 million in gross proceeds upon settlement, before deducting fees and other expenses payable by the company.

At what price is Biohaven (BHVN) selling the new common shares?

The company is selling the 12,500,000 common shares at a purchase price of $10.00 per share to Janus Henderson Investors.

Who is buying the newly issued Biohaven (BHVN) shares?

The purchaser is Janus Henderson Investors, which agreed to buy 12,500,000 Biohaven common shares in a single block transaction.

Under what program is Biohaven (BHVN) conducting this share sale?

The shares are being issued as a block transaction under Biohaven’s “at-the-market” offering program, registered under the Securities Act via a Form S-3 shelf.

Where can investors find the offering documents for Biohaven’s new share issuance?

The transaction relies on a Form S-3 registration statement, an October 2, 2023 prospectus, and an August 16, 2024 prospectus supplement, all available on the SEC’s website at www.sec.gov.