Biohaven Ltd.
08/16/2024 | Press release | Distributed by Public on 08/16/2024 14:30
Material Event Form 8 K
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.