Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common shares began trading on the New York Stock Exchange under the symbol "BHVN" on October 4, 2022.
Stock Performance Graph
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* $100 invested on October 4, 2022 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Shareholders
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. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.
Dividend Policy
We have never declared or paid dividends on our share capital. We do not expect to pay any cash dividends on our common shares in the foreseeable future. All decisions regarding the payment of dividends will be made by our Board of Directors from time to time in accordance with applicable law.
Recent Sales of Unregistered Securities
Agreement with Hangzhou Highlightll Pharmaceutical Co. Ltd.
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. Ltd. ("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. 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. 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.
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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. See Note 11, "License Agreements," to the Consolidated Financial Statements appearing elsewhere in this report for additional details on this transaction.
Pyramid Acquisition
In January 2024, we acquired Pyramid Biosciences, Inc. ("Pyramid"), pursuant to an Agreement and Plan of Merger, dated January 7, 2024 (the "Pyramid Agreement"). In consideration for the Pyramid acquisition, we made an upfront payment of $10.0 million of our common shares. 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. 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. The shares related to both of these payments were not registered under the Securities Act.
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. The foregoing shares shall be issued in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act. 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
See Part III, Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters" of this report.
Issuer Purchases of Equity Securities
We did not purchase any of our registered equity securities during the period covered by this report.
Item 6. Reserved
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