Biohaven Ltd. filed SEC Form 8-K: Other Events
$BHVN
Biotechnology: Pharmaceutical Preparations
Health Care
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
(Exact name of registrant as specified in its charter)
| Not applicable | ||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(203 ) 404-0410
(Registrant’s telephone number, including area code)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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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