BHVN completes underwritten equity raise; gross proceeds ~$200M

Rhea-AI Filing Summary

Biohaven Ltd. (BHVN) completed a registered public offering of 26,833,334 common shares at $7.50 per share, including the full exercise of the underwriters’ option to purchase 3,500,000 additional shares. Gross proceeds to the company were approximately $200 million before underwriting discounts, commissions, and expenses.

The offering was underwritten by J.P. Morgan and Goldman Sachs and conducted under an effective shelf registration, using a base prospectus dated October 2, 2023 and a prospectus supplement dated November 12, 2025. The underwriting agreement includes customary representations, conditions, indemnification, and termination provisions.

Insights

Capital markets analyst

Biohaven raises $200M in a fully exercised underwritten offering.

Biohaven issued 26,833,334 common shares at $7.50, with underwriters exercising the 3,500,000-share option in full. The transaction generated approximately $200 million in gross proceeds, strengthening cash resources via a primary equity raise.

The deal ran off an effective shelf with a prospectus supplement dated November 12, 2025 and included customary closing conditions and indemnities. J.P. Morgan and Goldman Sachs acted as representatives of the underwriters.

Key mechanics—final size, price, and gross proceeds—are specified. Any balance sheet impact will depend on fees and expenses; subsequent filings typically provide net proceeds and deployment details.

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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): November 13, 2025

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 November 12, 2025, Biohaven Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, in connection with the registered public offering (the “Offering”) of up to 26,833,334 of the Company’s common shares, including the underwriters’ option to purchase 3,500,000 additional common shares, at a price to the public of $7.50 per common share. On November 13, 2025, the Company issued and sold 26,833,334 of its common shares pursuant to the Underwriting Agreement, which included the exercise in full of the underwriters’ option to purchase additional common shares. The aggregate gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and offering expenses payable by the Company, were approximately $200 million.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Offering was made pursuant to an effective shelf registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on October 2, 2023 (File No. 333-274822), a base prospectus, dated October 2, 2023, included as part of the Registration Statement, and a prospectus supplement, dated November 12, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. A copy of the opinion of Maples & Calder relating to the issuance of the common shares in the Offering is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 1.1 and 5.1 hereto are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Exhibit Description
1.1						Underwriting Agreement, dated as of November 12, 2025, by and between the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters.
5.1						Opinion of Maples & Calder.
23.1						Consent of Maples & Calder (included in Exhibit 5.1).
104						The cover page of this Current Report on Form 8-K formatted as Inline XBRL.

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.

						Biohaven Ltd.
			By:			/s/ Vlad Coric, M.D.
Date: November 13, 2025						Vlad Coric, M.D.
						Chief Executive Officer

FAQ

What did Biohaven (BHVN) announce?

Biohaven completed a registered public offering of 26,833,334 common shares at $7.50 per share, including a 3,500,000-share option exercised in full.

How much did Biohaven raise in gross proceeds?

The company reported aggregate gross proceeds of approximately $200 million before underwriting discounts, commissions, and expenses.

Who were the underwriters for Biohaven’s offering?

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC served as representatives of the several underwriters.

Under what registration was the offering conducted for BHVN?

It was conducted under an effective shelf registration (File No. 333-274822) with a base prospectus dated October 2, 2023 and a prospectus supplement dated November 12, 2025.

What price did BHVN set for the new shares?

The price to the public was $7.50 per common share.

Did the underwriters exercise their option in the BHVN deal?

Yes. The underwriters’ option to purchase 3,500,000 additional shares was exercised in full.