Biohaven Ltd. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$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): August 16, 2024
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(203 ) 404-0410
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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).
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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 16, 2024, Biohaven Ltd. (the “Company”) entered into Amendment No. 1 (“Amendment No. 1”) to the Equity Distribution Agreement, dated October 2, 2023 (the “Original Equity Distribution Agreement” and, as amended by Amendment No. 1, the “Equity Distribution Agreement”), with J.P. Morgan Securities LLC, as manager (the “Manager”), pursuant to which the Company may sell, from time to time, up to an additional aggregate offering price of $300.0 million of its common shares, without par value (the “Common Shares”), in an “at-the-market” equity offering program through the Manager. Sales of the Common Shares made pursuant to the Equity Distribution Agreement, if any, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale or negotiated transactions, or as otherwise agreed with the Manager. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Shares, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The additional $300 million aggregate offering price of Common Shares will be offered and sold 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 August 16, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Original Equity Distribution Agreement and Amendment No. 1, which are Exhibits 1.1 and 1.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01. A copy of the opinion of Maples & Calder relating to the issuance of the Common Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 1.1, 1.2, 5.1 and 23.1 hereto are hereby incorporated by reference into the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 1.1 | ||||||||
| 1.2 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 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 16, 2024
| Biohaven Ltd. | |||||
| By: | /s/ Vlad Coric, M.D. | ||||
| Vlad Coric, M.D. | |||||
| Chief Executive Officer | |||||
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