Biohaven Ltd.

10/02/2024 | Press release | Distributed by Public on 10/02/2024 14:19

Material Event Form 8 K

Item 8.01 Other Events.
On September 30, 2024, Biohaven Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, in connection with the registered public offering (the "Offering") of up to 6,052,631 of the Company's common shares, including the underwriters' option to purchase 789,473 additional common shares, at a price to the public of $47.50 per common share. On October 2, 2024, the Company issued and sold 6,052,631 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 $287.5 million.
As of September 30, 2024, without including the 6,052,631 common shares issued in the offering, the Company had 94,899,193 common shares, without par value per share, outstanding.
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 September 30, 2024, 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.