6 unchanged sentences
Fiscal year ending December 31.
−Removed: As of March 20, 2023, there were 44 shareholders of record of our common shares.
+Added: As of February 26, 2024, there were 51 shareholders of record of our common shares.
The actual number of holders of our common shares is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.
5 unchanged sentences
Recent Sales of Unregistered Securities
+Added: Agreement with Hangzhou Highlightll Pharmaceutical Co.
+Added: In March 2023, we entered into an exclusive, worldwide (excluding People’s Republic of China and its territories and possessions) license agreement with Hangzhou Highlightll Pharmaceutical Co.
+Added: ("Highlightll") (the "Highlightll Agreement"), pursuant to which we obtained the right to research, develop, manufacture and commercialize Highlightll’s brain penetrant dual TYK2/JAK1 inhibitor program.
+Added: In December 2023, we entered into a second amendment to the Highlightll Agreement, which granted us an exclusive option and right of first refusal to any Selective TYK2 Inhibitor being developed by or on behalf of Highlightll or its affiliates.
+Added: As a result of the second amendment, we issued 721,136 of our common shares, valued at $21.8 million, that were not registered under the Securities Act to Highlightll in December 2023.
+Added: Highlightll represented that, among other things, it is an institutional accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act, and the foregoing shares were issued in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act.
+Added: See Note 11, "License Agreements," to the Consolidated Financial Statements appearing elsewhere in this report for additional details on this transaction.
+Added: Pyramid Acquisition
+Added: In January 2024, we acquired Pyramid Biosciences, Inc.
+Added: ("Pyramid"), pursuant to an Agreement and Plan of Merger, dated January 7, 2024 (the "Pyramid Agreement").
+Added: In consideration for the Pyramid acquisition, we made an upfront payment of $10.0 million of our common shares.
+Added: We also agreed to make additional success-based payments up to $40.0 million upon achievement of certain regulatory milestones, which we may elect to pay in cash or our common shares.
+Added: In January 2024, a $5.0 million payment became due to Pyramid related to achievement of a regulatory milestone under the Pyramid Agreement, which we elected to pay in our common shares.
+Added: The shares related to both of these payments were not registered under the Securities Act.
+Added: Pyramid represented that, among other things, it is an institutional accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act.
+Added: The foregoing shares shall be issued in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act.
+Added: See Note 6, "Acquisitions," to the Consolidated Financial Statements appearing elsewhere in this report for additional details on this transaction.
Securities Authorized for Issuance Under Equity Compensation Plans
2 unchanged sentences
We did not purchase any of our registered equity securities during the period covered by this report.
−Removed: Use of Proceeds from Registered Securities
−Removed: In October 2022, we commenced a public offering of 25,000,000 of our common shares at a price of $10.50 per share, pursuant to a registration statement on Form S-1 filed with the SEC (the "S-1").
−Removed: The S-1 was declared
−Removed: effective by the SEC on October 20, 2022.
−Removed: We also granted the underwriters a 30-day option to purchase up to an additional 3,750,000 common shares.
−Removed: On October 25, 2022, we closed the offering, including a full exercise of the underwriters' option to purchase additional shares.
−Removed: The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $282,804.
−Removed: There has been no material change in the planned use of proceeds from our initial public offering from that described in the final prospectus filed with the SEC on October 20, 2022.
−Removed: During the period from the closing of the offering to December 31, 2022, we used the proceeds primarily for general corporate purposes, including funding the continued development of our clinical programs and research and development operations as well as costs associated with operating as a public company.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.