XML 35 R11.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Shareholders' Equity
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders' Equity
Changes in shareholders’ equity for the three and six months ended June 30, 2024 and June 30, 2023 were as follows:
Common Shares
SharesAmountAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Loss
Total Shareholders' Equity
Balances as of December 31, 202381,115,723 $887,528 $39,804 $(499,292)$(65)$427,975 
Net loss— — — (179,504)— (179,504)
Issuance of common shares as payment for acquisition of IPR&D asset
242,958 10,347 — — — 10,347 
Issuance of common shares as payment under license and other agreements
97,233 5,637 — — — 5,637 
Issuance of common shares under 2022 Equity Incentive Plan351,307 7,452 (5,296)— — 2,156 
Non-cash share-based compensation expense— — 34,877 — — 34,877 
Other comprehensive loss— — — — (41)(41)
Balances as of March 31, 202481,807,221 910,964 69,385 (678,796)(106)301,447 
Net loss— — — (319,771)— (319,771)
Issuance of common shares, net of offering costs8,544,951 317,720 — — — 317,720 
Issuance of common shares as payment for acquisition of IPR&D asset10,452 446 — — — 446 
Issuance of common shares as payment under license and other agreements1,872,874 65,981 — — — 65,981 
Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan110,834 3,442 (1,125)— — 2,317 
Issuance of warrant as payment under license agreement— — 3,340 — — 3,340 
Non-cash share-based compensation expense— — 12,232 — — 12,232 
Other comprehensive income— — — — 28 28 
Balances as of June 30, 202492,346,332 $1,298,553 $83,832 $(998,567)$(78)$383,740 
Common Shares
SharesAmountAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive IncomeTotal Shareholders' Equity
Balances as of December 31, 2022
68,190,479 $615,742 $13,869 $(91,124)$284 $538,771 
Net loss— — — (70,492)— (70,492)
Issuance of common shares under 2022 Equity Incentive Plan22,000 504 (172)— — 332 
Non-cash share-based compensation expense
— — 3,765 — — 3,765 
Other comprehensive loss— — — — (118)(118)
Balances as of March 31, 2023
68,212,479 616,246 17,462 (161,616)166 472,258 
Net loss— — — (90,346)— (90,346)
Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan104,474 1,264 (470)— — 794 
Non-cash share-based compensation expense— — 4,695 — — 4,695 
Other comprehensive loss— — — — (146)(146)
Balance as of June 30, 2023
68,316,953 $617,510 $21,687 $(251,962)$20 $387,255 
Knopp Amendment
In May 2024, the Company entered into the Knopp Amendment under which the parties thereto agreed to revise the success-based payment and royalty payment obligations under the Membership Purchase Agreement. As consideration, the Company issued 1,872,874 Biohaven Shares to Knopp, valued at approximately $65,981 in May 2024.
As further consideration for the revisions to the success-based payment and royalty payment obligations in the Knopp Amendment, the Company issued to Knopp a warrant to purchase 294,195 of the Company's common shares with a purchase price of $67.98, subject to certain specified development milestones and the Company achieving a specified market capitalization.
The warrant was recorded at its initial fair value of $3,340 within additional paid-in capital on the condensed consolidated balance sheet as of June 30,2024 and is not subject to remeasurement. See Note 10 for further detail on the Knopp Amendment.
April 2024 Public Offering
On April 22, 2024, the Company closed an underwritten public offering of 6,451,220 of its common shares, which included the exercise in full of the underwriters' option to purchase additional shares, at a price of $41.00 per share. The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $247,830. The Company intends to use
the net proceeds received from the offering for general corporate purposes.
Pyramid Acquisition
In January 2024, the Company acquired Pyramid pursuant to the Pyramid Agreement. In consideration for the Pyramid acquisition, Biohaven made an upfront payment of 255,794 Company common shares, valued at approximately $10,894. As of June 30, 2024, 253,410 of these common shares have been issued by the Company.
During the first quarter of 2024, the Company recorded $5,689 of R&D expense in the condensed consolidated statement of operations and comprehensive loss for a developmental milestone which became due under the Pyramid Agreement, to be paid in 98,129 Company common shares. As of June 30, 2024, 97,233 of these common shares have been issued by the Company. Refer to Note 10, "License, Acquisitions and Other Agreements" for further discussion of the Pyramid acquisition.
Equity Distribution Agreement
In October 2023, the Company entered into an equity distribution agreement pursuant to which the Company may offer and sell common shares having an aggregate offering price of up to $150,000 from time to time through or to the sales agent, acting as its agent or principal (the "Equity Distribution Agreement"). Sales of the Company's common shares, if any, will be made in sales deemed to be “at-the-market offerings”. The sales agent is not required to sell any specific amount of
securities but will act as the Company's sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the sales agent and the Company. The Company currently plans to use the net proceeds from any at-the-market offerings of its common shares for general corporate purposes.
As of June 30, 2024, the Company sold and issued 2,093,731 common shares under the Equity Distribution Agreement for net proceeds of approximately $69,890. Subsequent to June 30, 2024, the Company issued and sold an additional 2,154,857 common shares for net proceeds of $76,360. As of August 9, 2024, the date of this report, the Company issued and sold a total of 4,248,588 common shares under the Equity Distribution Agreement for total net proceeds of $146,250, and no shares remain available to be issued.