Biohaven Ltd. (BHVN) is a biopharmaceutical company focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology. The company is advancing its innovative pipeline of therapeutics, leveraging its proven drug development experience and multiple proprietary drug development platforms.
Biohaven is registered with the Securities and Exchange Commission (SEC) and has filed a shelf registration statement, allowing the company to offer and sell its common shares in multiple offerings. This prospectus supplement relates to the resale of 3,588,688 common shares issued to the selling shareholder under the Knopp Amendment, dated May 1, 2024. Biohaven will not receive any proceeds from the sale and will cover all registration expenses.
The company has authorized the issuance of up to 200,000,000 common shares, no par value, and up to 10,000,000 preferred shares, no par value. As of August 14, 2025, Biohaven had 105,790,997 common shares issued and outstanding. The company does not currently intend to issue any preferred shares, but it cannot assure investors that it will not do so in the future.
Biohaven’s common shares are listed on the New York Stock Exchange (NYSE) under the symbol “BHVN.” The last reported sale price of the common shares was $14.23 per share on August 14, 2025. Investing in Biohaven’s common shares involves a high degree of risk, and the company cautions investors to carefully review the risk factors detailed in the prospectus and other incorporated documents.
The prospectus supplement incorporates by reference key information from Biohaven’s previously filed documents with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, and other relevant documents. The company also incorporates any future filings made with the SEC after the date of the prospectus supplement.
Biohaven’s corporate governance is governed by its Amended Memorandum and Articles of Association, which are incorporated by reference. The company is organized under the laws of the British Virgin Islands (BVI), and the prospectus supplement provides a comparison of BVI corporate law with Delaware U.S. corporate law, highlighting key differences in areas such as shareholder proposals, cumulative voting, shareholder action by written consent, amendment of memorandum and articles of association, removal of directors, transactions with interested shareholders, directors’ fiduciary duties, indemnification of directors and executive officers and limitation of liability, variation of rights of shares, dissolution, winding-up, and rights of non-resident or foreign shareholders.
The prospectus supplement also provides a description of the company’s share capital, including details on common shares, preferred shares, depositary shares, debt securities, warrants, rights, purchase contracts, and units. The company may issue these securities in various series with different terms and conditions, and the specific terms of each offering will be described in a prospectus supplement.
Biohaven intends to use the net proceeds from the sale of its securities for general corporate purposes unless otherwise specified in the applicable prospectus supplement. The company will not receive any proceeds from the sale of common shares by any selling shareholder and will cover all registration expenses.
