Biohaven resale filing for 3.59M common shares

Biohaven Ltd. filed a prospectus supplement covering the resale by a selling shareholder of 3,588,688 common shares that were issued as share consideration under an amended acquisition agreement.

Rhea-AI Filing Summary

Biohaven Ltd. filed a prospectus supplement covering the resale by a selling shareholder of 3,588,688 common shares that were issued as share consideration under an amended acquisition agreement.

The amendment to the Knopp Biosciences purchase arrangement replaces a scaled high single digit to low teens royalty with a flat mid-single digit royalty on BHV-7000 and related pipeline programs. It also removes up to $562.5 million in commercial sales-based milestones and reduces developmental and regulatory milestones from up to $575 million to up to $210 million tied to BHV-7000 approvals across multiple regions, plus up to $60 million tied to U.S. approval of other Kv7 programs. Biohaven can choose to pay these contingent milestones in cash or in its common shares.

Insights

Biotech licensing and deal-structure analyst

Biohaven reshapes Knopp deal economics with lower milestones and flat royalties.

Biohaven Ltd. is registering for resale 3,588,688 common shares previously issued as consideration in an amended transaction with the Knopp Biosciences sellers. These shares were part of renegotiated terms that shift from a tiered high single digit to low teens royalty to a flat mid-single digit royalty on BHV-7000 and related Kv7 pipeline assets.

The amendment also removes up to $562.5 million in commercial sales-based milestones and cuts potential developmental and regulatory milestones from up to $575 million to up to $210 million for BHV-7000 approvals in the United States, Europe, the Middle East and Asia, plus up to an additional $60 million tied to U.S. approval of other Kv7 programs. The company keeps flexibility by being able to satisfy these contingent milestones in cash or in common shares, so the ultimate cost and any equity impact will depend on future regulatory outcomes and Biohaven’s payment elections.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Biohaven (BHVN) disclose in this 8-K filing?

The company reports a prospectus supplement for the resale of 3,588,688 common shares issued to a selling shareholder under an amended Knopp Biosciences acquisition agreement and describes revised royalty and milestone terms.

How many Biohaven (BHVN) shares are being registered for resale?

The prospectus supplement covers the resale by a selling shareholder of 3,588,688 common shares of Biohaven Ltd.

What royalty changes were made in the Knopp Amendment for Biohaven (BHVN)?

The prior scaled high single digit to low teens royalty structure was replaced with a flat royalty in the mid-single digits for BHV-7000 and the related pipeline programs.

How were milestone payments under the Knopp agreement revised for Biohaven (BHVN)?

Commercial sales-based milestones of up to $562.5 million were removed, and developmental and regulatory milestones were reduced from up to $575 million to up to $210 million for BHV-7000 approvals plus up to $60 million for other Kv7 programs.

Can Biohaven (BHVN) pay future Knopp milestones in shares?

Yes. Biohaven retains the ability to pay the contingent milestone payments described in the Knopp Amendment in cash or in its common shares at its election.

What product programs are covered by the revised Knopp royalties and milestones at Biohaven (BHVN)?

The revised terms apply to BHV-7000 and other Kv7 pipeline programs, with specific milestone caps tied to regulatory approvals in the United States and other regions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/15/2025 - 05:22 PM Learn about SEC filing dates

0001935979false00019359792025-08-152025-08-15

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): August 15, 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 August 15, 2025, Biohaven Ltd. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 (No. 333-274822) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended, with respect to the resale by the selling shareholder named therein of 3,588,688 common shares, no par value, of the Company that were issued by the Company to such selling shareholder as share consideration in connection with the Amendment to Membership Interest Purchase Agreement, dated as of May 1, 2024 (the “Knopp Amendment”), by and among the Company, Biohaven Therapeutics Ltd., Biohaven Pharmaceuticals, Inc. and the selling shareholder.

Under the Knopp Amendment, the parties thereto agreed to replace the scaled high single digit to low teens royalty payment obligations under the Membership Interest Purchase Agreement, dated February 24, 2022 (the “Purchase Agreement”), among Biohaven Therapeutics LTD., Knopp Biosciences LLC, Channel Biosciences, LLC and Biohaven Pharmaceutical Holding Company Ltd., with a flat royalty payment in the mid-single digits for BHV-7000 and the pipeline programs. The parties also agreed to reduce the success-based payments payable under the Purchase Agreement by removing all commercial sales-based milestones, which were up to $562.5 million, and reducing the developmental and regulatory milestones, which were up to $575 million, to up to $210 million based on regulatory approvals in the United States, Europe, the Middle East and Asia for BHV-7000 ($25 million of which has already been paid) and up to an additional $60 million based on regulatory approval in the United States for the other Kv7 pipeline programs. The Company retains the ability to pay these contingent milestone payments in cash or in its common shares at its election.

In connection with the filing of the prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Exhibit Description
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.

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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: August 15, 2025

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

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