Biohaven Ltd.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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Jun 30, 2025 · Filed Aug 11, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Amendment to Knopp Purchase Agreement
In May 2024, we entered into an amendment (the “Amendment”) to our existing Membership Interest Purchase Agreement, dated as of February 24, 2022, with Knopp Biosciences LLC (“Knopp”) in order to make certain changes to the royalty payment obligations and success-based payments. See Note 11, "License, Acquisitions and Other Agreements", to the Condensed Consolidated Financial Statements appearing elsewhere in this report for additional details on this transaction.
In connection with the Amendment, in June 2025, we issued to Knopp 3,588,688 of our common shares, valued at approximately $51.4 million, through a private placement (the “2025 Additional Consideration”).
The foregoing issuance and sale of our common shares in connection with the Amendment have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws. We have relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
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